Orion Pharma Limited Subscription Manager to the Issue

Orion Pharma Limited 

Public offer of 40,000,000 ordinary shares of Tk. 10.00 each at an issue price of TK.60.00 including a 

premium of Tk.50.00 per share totaling to Tk. 2,400,000,000 

Subscription 

For Resident Bangladeshis Subscription Opens on-06-01-2013 

For Resident Bangladeshis Subscription Closes on-10-01-2013 

For Non-Resident 

Bangladeshi subscription Opens on-06-01-2013 

For Non-Resident Bangladeshi subscription Closes on-19-01-2013 

Manager to the Issue 

ICB Capital Management Limited 

(A S u b s i d i a r y o f I C B ) 

BDBL Bhaban (level-16), 8, Rajuk Avenue, Dhaka-1000. 

Phone: 7160326-7, Fax: 02-9555707, Website: www.icbcml.com.bd


“If you have any query about this document, you may consult with issuer, issue manager, and underwriter” 

ORION PHARMA LTD. 

Registered Office: Orion House, 153-154 Tejgaon I/A, Dhaka-1208. 

Tel-9888176, 8822543, Fax-880-2-8870108 

Email: info@oriongroup.net,Web:www.orion-group.net. 

Public offering of 40,000,000 ordinary shares of Tk. 10.00 each at an issue price of Tk.60.00 including a 

premium of Tk.50.00 per share totaling to Tk.2,400,000,000.00 


For Resident Bangladeshis Subscription Opens on-06-01-2013 

For Resident Bangladeshis Subscription Closes on-10-01-2013 

For Non-Resident Bangladeshi subscription Opens on- 06-01-2013 

For Non-Resident Bangladeshi subscription Closes on-19-01-2013 



(A S u b s i d i a r y o f I C B ) 


Phone: 7160326-7, Fax: 02-9555707, Website: www.icbcml.com.bd 

Agrani Equity & Investment Limited 

Swantex Bhaban (4th Floor), 9/I, Motijheel C/A , Dhaka-1000. 

Basic Bank Limited 

Sena Kalyan Bhaban (5th Floor), 195 Motijheel C/A, Dhaka. 



Green Delta Insurance Company Limited 

Aims Tower (6 th floor), 51-52 Mohakhali C/A, Dhaka. 

Prime Bank Investment Limited 

Peoples Insurance Bhaban, 11 th Floor, 36 Dilkusha C/A 

Dhaka-1000. 

Phoenix Insurance Co. Limited 

1/A, Dilkusha C/A, Dhaka. 

Sonali Investment Limited 

Sara Tower, 11th Fl., 11/A, Toynbee Circular Road, 

Motijheel, Dhaka. 

Swadesh Investment Management Limited 

Suit no. 01, Level-11, Unique Trade Centre (UTC), 

8, Panthapath, Dhaka. 

UNDERWIRITERS: 

BMSL Investment Limited 

Sadharan Bima Tower (7th Floor), 37/A Dilkusha C/A, Dhaka. 

Crystal Insurance Company Limited 

Lal Bhaban (10th Fl), 18 Rajuk Avenue, Motijheel, Dhaka-1000. 

GSP Finance Company (Bangladesh) Limited 

1, Paribagh Mymensingh Road, Dhaka-1000. 

Prime Finance Capital Management Limited 

63, Dilkusha C/A (3rd floor), Dhaka-1000. 

Progressive Life Insurance Company Limited 

National Scout Bhaban (4th ,5th ,6th ,7th & 11th Fl), 

70/1 Inner Circular Road, Kakrail, Dhaka-1000. 

Rupali Investments Limited 

Sadharan Bima Tower, 7th Fl, 37/A, Dilkusha C/A, Dhaka. 

Sonar Bangla Capital Management Limited 

Paramount Heights (14th Floor), 65/2/1, Box Culvert Road 

Purana Paltan, Dhaka-1000. 

Union Capital Limited 

Noor Tower, 5th Fl., 1/F, Free School Street, 73, 

Sonargaon Road, Dhaka. 

CREDIT RATING STATUS: 

Rating Company: Credit Rating Agency of Bangladesh (CRAB) 

Particulars Long Term Short Term Validity of Rating 

Entity Rating A1 ST-3 Long Term Short Term 

Date of Rating 28-06-2012 30-06-2013 The Short Term ratings are valid up to limit 

expiry date of respective credit facilities or 30 

June 2013 whichever is earlier 

Date of Issue of Prospectus: 22-10-2012 

The Issue shall be placed in “N” Category 

“CONSENT OF THE SECURITIES AND EXCHANGE COMMISSION HAS BEEN OBTAINED TO THE ISSUE/ OFFER OF THESE SECURITIES UNDER THE SECURITIES AND EXCHANGE 

ORDINANCE, 1969, AND THE SECURITIES AND EXCHANGE COMMISSION (PUBLIC ISSUE) RULES, 2006. IT MUST BE DISTINCTLY UNDERSTOOD THAT IN GIVING THIS CONSENT 

THE COMMISSION DOES NOT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL SOUNDNESS OF THE ISSUER COMPANY, ANY OF ITS PROJECTS OR THE ISSUE PRICE OF ITS 

SECURITIES OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINION EXPRESSED WITH REGARD TO THEM. SUCH RESPONSIBILITY LIES WITH THE ISSUER, 

ITS DIRECTORS, CHIEF EXECUTIVE OFFICER/ CHIEF FINANCIAL OFFICER, ISSUE MANAGER, UNDERWRITER AND /OR AUDITOR.”


AVAILABILITY OF PROSPECTUS 

The Prospectus of Orion Pharma Limited may be available at the following addresses: 

Issuer Company: Contract person Telephone Number 

Orion Pharma Ltd. 

Orion House, 153-154 Tejgaon I/A, Dhaka-1208. 

Md. Ferdous Jaman 

(Company Secretary) 

Mobil: 01711402522 

Telephone: 8870125, Fax: 88-02-8870108 

E-mail: ferdous.jaman@orion-group.net 

Manager to the Issue: Contract person Telephone Number 


Md. Moshiur Rahman +880-2-7160326-27 

BDBL Bhaban (level-16), 8, Rajuk Avenue, Dhaka-1000. Chief Executive Officer 

Underwriters: Contract person Telephone Number 


Pankaj Roy Chowdhury 

01615175428 

Swantex Bhaban (4th Floor), 9/I, Motijheel C/A, Dhaka-1000. Chief Executive Officer 


Sadharan Bima Tower (7th Floor), 37/A Dilkusha C/A, Dhaka. 


Sena Kalyan Bhaban (5th Floor), 195 Motijheel C/A, Dhaka. 


Lal Bhaban (10th Floor), 18 Rajuk Avenue, Motijheel, 

Dhaka-1000. 


BDBL Bhaban (level-16), 8, Rajuk Avenue, Dhaka. 


1, Paribagh Mymensingh Road, Dhaka-1000. 


Hadi Mansion (4th floor) 2, Dilkusha C/A, Dhaka. 


63, Dilkusha C/A (3rd floor), Dhaka-1000. 


Peoples Insurance Bhaban, 11 th Floor, 36 Dilkusha C/A, 

Dhaka-1000. 


National Scout Bhaban (4th, 5th, 6th, 7th & 11th 

Floor), 70/1 Inner Circular Road, Kakrail, Dhaka. 


1/A, Dilkusha C/A, Dhaka. 

Rupali Investment Limited 

Sadharan Bima Tower, 7th Floor, 37/A, Dilkusha C/A, 

Dhaka-1000. 


Sara Tower, 11th Floor, 11/A, Toynbee Circular Road, 

Motijheel, Dhaka. 


Paramount Heights (14th Floor), 65/2/1, Box Culvert 

Road Purana Paltan, Dhaka. 

Swadesh Investment Management Limited 

Suite no. 01, Level-11, Unique Trade Centre (UTC), 8, 

Panthapath, Dhaka. 


Noor Tower, 5th Fl., 1/F, Free School Street, 73, 

Sonargaon Road, Dhaka. 

Md. Golam Sarwar Bhuiyan 

Managing Director 

S M Anisuzzaman 

Assistant General Manager (AGM) 

M. Mahfuzur Rahman 

Executive Vice-President & CFO 

Md. Moshiur Rahman 

Chief Executive Officer 

Toaha Muhammad 

GM & Chief Operating Officer (MBU) 

Syed Moinuddin Ahmed 

Company Secretary 

M. Mosharraf Hossain PhD, FCA 

Managing Director & CEO 

Khandoker Raihan Ali, ACA 

Assistant Vice President 

Md. Enayet Ali Khan 

Senior Deputy General Manager 

Md. Rafiqur Rahman 


Gazi Md. Amir Hossain 


Dr. Md. Waliar Rahman 


Md. Anwar Hossain 

Managing Director & CEO 

Mamun Ahmed 


Mushfiq Ul Quayoom 

EVP & Company Secretary 

9567002, 9570624 

9556405,01711898647 

02-9571715 

01717-644446 

+880-2-7160326-27 

9674194 

9851170 Ext-207 

9563883 

01730031810 

9350301, 9341277, 

9348530, 8315373 

9563609 

7120446 

01199-137861 

9568777 

9556940 

9550406, 01713329254 

01713400500 

9662888 

(Md. Ferdous Jaman) 



(Samaresh Banik) 

Chief Financial Officer 


(Mohammad Obaidul Karim) 



(Md. Moshiur Rahman) 


ICB Capital Management Ltd. 

3


Stock Exchanges Available at Telephone Number 

Dhaka Stock Exchange Ltd (DSE) 

9/F, Motijheel C/A, Dhaka-1000. 

DSE Library +880-2-9564601-7 

+880-2-9666944-8 

Chittagong Stock Exchange Limited (CSE) 

CSE Building, 1080, Sk. Mujib Road, Agrabad, Chittagong. 

Dhaka Liaison Office: Eunoos Trade Center (Level-15), 52-53 

Dilkusha C/A, Dhaka-1000. 

CSE Library +880-31-714632-3 

+880-31-720871 

+8802-9513911-15 

Prospectus would also be available on the web site of SEC (www.secbd.org), DSE (www. dsebd.org), CSE 

(www.cse.com.bd), Orion Pharma Limited (www.orion-group.net) and Issue Manager (www.icbcml.com.bd) and 

Public Reference Room of the Securities and Exchange Commission (SEC) for reading and studying. 

Name and address of the Auditor: 

S.F. Ahmed & Co. 

Chartered Accountants 

House#25, Road#13/A, Block-D, Banani, Dhaka-1213, Bangladesh. 

Telephones : PABX 989-4346 & 989-4258, Others 881-6467 & 881-5101 

Fax : 882-5135 

E-mails : sfaco@citechco.net, sfaco@sfahmedco.org 

Website : www.sfahmedco.org 

Name and Address of the Lawyer: 

Law Valley 

Barristers, Advocates 

Saiham Sky View Tower ,Suit No. 11A ( 11 th floor) 

45 Bijoy Nagor Road, Dhaka 1000. 

Telephone # 9356013, Fax: 9356914, 

Email: lawvalley@bol-online.com, lawvalley@gmail.com 













4

Table of Contents 

Page 

Disclosure in respect of issuance of securities in Demat form 5 

Conditions under Section 2CC of the Securities and Exchange Ordinance, 1969 5 

General information 10 

Consent of director(s) to serve as director(s) 11 

Declaration about filling of prospectus with the Registrar of Joint Stock Companies 12 

and Firms 

Due diligence certificate of the mangers to the issue 12 

Due diligence certificate of the underwriter(s) 13 

Risk factors and management’s perception about the risks 14-16 

Financial Structure of The Company 17 

Use of IPO proceeds 17-20 

Company Status and Background 21 

Nature of business 21 

Principal products 21 

Products or services that account for more than 10% of the company’s total revenue 25 

Associates, subsidiary/related holding company and their core areas of business 26-28 

Distribution of products/services 28 

Competitive condition of business 29-31 

Sources and availability of raw materials and principal suppliers 32 

Sources of and requirement for power, gas and water or any other utilities 32 

Customer providing 10% or more revenues 32 

Description of contract with principal suppliers/customers 32 

Description of any material patents, trademarks, licenses or royalty agreements 33 

Number of employees 33 

Production and current utilization 33 

Description of property 34-39 

Plan of operation and discussion of financial condition 40 

Material commitment for capital expenditure made by OPL 40 

Material changes from period to period of OPL 40 

Material changes from period to period of subsidiaries of OPL 41-45 

Seasonal aspect of the company’s business 45 

Known trends, events or uncertainties 46 

Change in the assets of the company used to pay off any liabilities 46 

Loan taken from or given to holding/parent company or subsidiary company 46 

Future contractual liabilities 46 

Future capital expenditure 46 

VAT, income tax, customs duty or other tax liability 46 

Operating lease agreement during last three years 47 

Financial lease commitment during last three years 49 

Personnel related scheme 49 

Breakdown of estimated expenses for IPO 51 

Revaluation of company’s assets and summary thereof 52-54 

Transaction between holding company and issuer 55 

Auditors certificate regarding allotment of shares to promoters or sponsor 

57 

shareholders for consideration other than in cash 

Material Information which is likely to have an impact 57

Information about the directors and officers 58 

Directors’ involvement in other organization 58 

Family relationship among directors and top officials 59 

Short bio-data of the directors 60-62 

Credit Information Bureau (CIB) report 63 

Particulars of top executives and departmental heads of the company 63 

Involvement of directors and officers in certain legal proceedings 64 

Certain relationships and related transactions 67 

Executive compensation 69 

Options granted to directors, officers and employees 69 

Transaction with the directors and subscribers to the memorandum 70 

Tangible assets per share 71 

Ownership of the company’s securities 72 

5% or more of the Shareholding structure of the Company 72 

Securities owned by the top ten salaried officers 72 

Determination of offering price 73-74 

Market for the securities being offered 75 

Description of Securities outstanding or being offered 75 

Dividend, voting, preemption rights 75 

Conversion and liquidation rights 76 

Dividend policy 76 

Other rights of shareholders 76 

Debt Securities 77 

Lock-in provision 77-78 

Subscription and Refund 79 

Subscription by and refund to non-resident Bangladeshis (NRB) 79 

Availability of securities 80 

Underwriting of shares 82 

Principal terms and conditions of underwriting agreement 82 

Commission for the underwriters 83 

Allotment 83 

Material contracts 83 

Managers to the Issue 83 

Commission to the Bankers to the Issue 83 

Corporate directory 84 

Bankers to the issue 85 

Auditors report to the shareholders of Orion Pharma Limited (OPL) 86-87 

Audited Accounts for the year ended 31 December, 2011 of OPL 88-139 

Auditor’s Report in pursuance of Section 135(1) under Para 24(1) of Part-II of the 140 

Third Schedule of the Companies Act 1994 

Ratio Analysis 142 

Audit report of Subsidiaries of Orion Pharma Limited 143-242 

Additional Disclosure 243-250 

Credit Rating Report 251-278 

Application Form for shares by investors other than non-resident Bangladeshi(s) 279 

Application Form for shares by Non-Resident Bangladeshi(s) 282 

Application Form for shares by affected small investors 283

List of abbreviation and acronym used in the Prospectus 

OPL 

IPO 

SEC 

Commission 

The Company/Issuer 

Issue 

DSE 

CSE 

SC 

RJSC 

ICML 

Stock Holder 

NRB 

Allotment 

FC Account 

STD Account 

Securities 

Securities Market 

Offering Price 


Certificate 

NAV 

Sponsors 

MP 

Registered Office 

BO 

CDBL 

CIB 

DDA 

WHO 

CGMP 

IMS 

OTC 

Rx Share 


Initial Public Offering 

Securities and Exchange Commission 

Securities and Exchange Commission 


Public Issue of Shares 

Dhaka Stock Exchange 

Chittagong Stock Exchange 

Share Certificate 

Registrar of Joint Stock Companies and Firms 


Share Holder 

Non-Resident Bangladeshi 

Letter of Allotment of Shares 

Foreign Currency Account 

Short Term Deposit Account 

Share of Orion Pharma Ltd. 

The Share Market of Bangladesh 

Price of the Share of Orion Pharma Ltd. being offered 

Application Money 

Share Certificate 

Net Asset Value of the Company 

The Sponsors Shareholder of Orion Pharma Ltd. 

Market Price 

Head Office of the Company 

Beneficiary Owner 

Central Depository Bangladesh Limited 

Credit Information Bureau 

Directorate of Drug Administration 

World Health Organization 

Current Good Manufacturing Practices 

Inter Continental Medical Statistics 

Over the counter medicine 

Prescription Share


STATUTORY CONDITIONS 

DISCLOSURE IN RESPECT OF ISSUANCE OF SECURITY IN DEMAT FORM 

As per provisions of the Depository Act, 1999 and regulations made there under, shares of the company will be 

issued in dematerialized form, only and, for this purpose, Orion Pharma Ltd. has signed an agreement with the 

Central Depository Bangladesh Limited (CDBL). Therefore, all transfers/transmissions, splitting or conversions 

will take place in the CDBL system and any further issuance of shares (including rights/bonus) will also be issued 

in dematerialized form only. 

CONDITIONS UNDER 2CC OF THE SECURITIES AND EXCHANGE ORDINANCE, 1969 

PART–A 

1. The company shall go for Initial Public Offer (IPO) for 4,00,00,000 ordinary shares of Tk.10.00 each at an 

issue price of Tk.60.00 each (including premium of Tk.50.00 per share) worth Tk.240,00,00,000.00 (Taka 

two hundred forty crore) following the Securities and Exchange Commission (Public Issue) Rules, 2006, the 

Depository Act, 1999 and regulations made there under. 

2. The abridged version of the prospectus, as approved by the Commission, shall be published by the issuer in 

4 (Four) national daily newspapers (two in Bangla and two in English), within 5 (Five) working days of 

issuance of the consent letter. The issuer shall post the full prospectus, vetted by the Securities and 

Exchange Commission, in the issuer’s website and shall also put on the websites of the Commission, stock 

exchanges, and the issue manager, within 5 (Five) working days from the date of issuance of this letter and 

shall remain posted till the closure of the subscription list. The issuer shall submit to SEC, the stock 

exchanges and the issue managers a disk containing the text of the vetted prospectus in “MS -Word” 

format. 

3. Sufficient copies of prospectus shall be made available by the issuer so that any person requesting a copy 

may receive one. A notice shall be placed on the front of the application form distributed in connection 

with the offering, informing that interested persons are entitled to a prospectus, if they so desire, and that 

copies of prospectus may be obtained from the issuer and the issue managers. The subscription application 

shall indicate in bold type that no sale of securities shall be made, nor shall any money be taken from any 

person, in connection with such sale until twenty five days after the prospectus has been published. 

4. The company shall submit 40 (Forty) copies of the printed prospectus to the Securities and Exchange 

Commission for official record within 5 (Five) working days from the date of publication of the abridged 

version of the prospectus in the newspaper. 

5. The issuer company and the issue manager shall ensure transmission of the prospectus, abridged version 

of the prospectus and relevant application forms for NRBs through email, simultaneously with publication 

of the abridged version of the prospectus, to the Bangladesh Embassies and Missions abroad and shall also 

ensure sending of the printed copies of abridged version of the prospectus and application forms to the 

said Embassies and Missions within 5 (Five) working days of the publication date by Express Mail Service 

(EMS) of the postal department. A compliance report shall be submitted in this respect to the SEC jointly 

by the issuer and the issue manager within 2 (Two) working days from the date of said dispatch of the 

prospectus and the forms. 

6. The paper clipping of the published abridged version of the prospectus, as mentioned at condition no. 2 

above, shall be submitted to the Commission within 24 hours of the publication thereof. 

7. The company shall maintain separate bank account(s) for collecting proceeds of the Initial Public Offering 

and shall also open Foreign Currency (FC) account(s) to deposit the application money of the Non Resident 

Bangladeshis (NRBs) for IPO purpose, and shall incorporate full particulars of said FC account(s) in the 

prospectus. The company shall open the above-mentioned accounts for IPO purpose; and close these


accounts after refund of over-subscription money. Non-Resident Bangladeshi (NRB) means Bangladeshi 

citizens staying abroad including all those who have dual citizenship (provided they have a valid 

Bangladeshi passport) or those, whose foreign passport bear a stamp from the concerned Bangladesh 

Embassy to the effect that no visa is required for traveling to Bangladesh. 

8. The issuer company shall apply to all the stock exchanges in Bangladesh for listing within 7 (Seven) working 

days from the date of issuance of this letter and shall simultaneously submit the vetted prospectus with all 

exhibits, as submitted to SEC, to the stock exchanges. 

9. The following declaration shall be made by the company in the prospectus, namely: - 

“Declaration about Listing of Shares with the stock exchange (s): 

None of the stock exchange(s), if for any reason, grants listing within 75 (Seventy Five) days from the 

closure of subscription, any allotment in terms of this prospectus shall be void and the company shall 

refund the subscription money within 15 (Fifteen) days from the date of refusal for listing by the stock 

exchanges, or from the date of expiry of the said 75 (Seventy Five) days, as the case may be. 

In case of non-refund of the subscription money within the aforesaid 15 (Fifteen) days, the Directors of the 

company, in addition to the issuer company, shall be collectively and severally liable for refund of the 

subscription money, with interest at the rate of 2% (Two Percent) per month above the bank rate, to the 

subscribers concerned. 

The issue manager, in addition to the issuer company, shall ensure due compliance of the above 

mentioned conditions and shall submit compliance report thereon to the Commission within 7 (Seven) 

days of expiry of the aforesaid fifteen days time period allowed for refund of the subscription money.” 

10. The subscription list shall be opened and the sale of securities commenced after 25 (Twenty Five) days of 

the publication of the abridged version of the prospectus and shall remain open for 5 (Five) consecutive 

banking days. 

11. A non-resident Bangladeshi shall apply either directly by enclosing a foreign demand draft drawn on a bank 

payable at Dhaka, or through a nominee by paying out of foreign currency deposit account maintained in 

Bangladesh or in Taka, supported by foreign currency encashment certificate issued by the concerned 

bank, for the value of securities applied for through crossed bank cheque marking “Account Payee only”. 

The NRB applicants shall send applications to the issuer company within the closing date of the 

subscription so as to reach the same to the company by the closing date plus 9 (Nine) days. Applications 

received by the company after the above time period will not be considered for allotment purpose. 

12. The company shall apply the spot buying rate (TT clean) in US Dollar, UK Pound Sterling and Euro of Sonali 

Bank Ltd, which shall be mentioned in the Prospectus, as prevailed on the date of opening of the 

subscription for the purpose of application of the NRBs and other non-Bangladeshi persons, wherever 

applicable. 

13. The Company and the issue manager shall ensure prompt collection/clearance of the foreign remittances 

of NRBs and other non-Bangladeshi(s), if applicable, for allotment of shares. 

14. Upon completion of the period of subscription for securities, the issuer and the issue manager shall jointly 

provide the Commission and the stock exchanges with the preliminary status of the subscription within 5 

(Five) working days, in respect of the following matters, namely: - 

a. Total number of securities for which subscription has been received; 

b. Amount received from the subscription; and 

c. Amount of commission paid to the bankers to the issue. 

15. The issuer and the issue manager shall jointly provide the Commission and the stock exchanges with the 

list of valid and invalid applicants (i.e. final status of subscription) in electronic form in 2 (Two) CDs and 

final status of subscription to the Commission within 3 (Three) weeks after the closure of the subscription 













6


along with bank statement (original), branch-wise subscription statement. The list of valid and invalid 

applicants shall be finalized after examination with the CDBL in respect of BO accounts and particulars 

thereof. 

16. The IPO shall stand cancelled and the application money shall be refunded immediately (but not later than 

5 (Five) weeks from the date of the subscription closure), if any of the following events occur: 

(a) Upon closing of the subscription list it is found that the total number of valid applications (in case of 

under subscription including the number of the underwriter) is less than the minimum requirement as 

specified in the listing regulations of the stock exchange(s) concerned; or 

(b) At least 50% of the IPO is not subscribed. 

17. 20% of total public offering shall be reserved for r¢aNËÙ¹ r¤â ¢h¢e−u¡NL¡l£, 10% of total public offering shall 

be reserved for non-resident Bangladeshi (NRB) and 10% for mutual funds and collective investment 

schemes registered with the Commission, and the remaining 60% shall be opened for subscription by the 

general public. In case of under-subscription under any of the 20% and 10% categories mentioned above, 

the unsubscribed portion shall be added to the general public category and, if after such addition, there 

is over subscription in the general public category, the issuer and the managers to the issue shall jointly 

conduct an open lottery of all the applicants added together. 

18. All the applicants shall first be treated as applied for one minimum market lot of 100 shares worth Taka 

6,000/- (Taka SixThousand). If, on this basis, there is over subscription, then lottery shall be held amongst 

the applicants allocating one identification number for each application, irrespective of the application 

money. In case of over-subscription under any of the categories mentioned hereinabove, the issuer and 

the issue managers shall jointly conduct an open lottery of all the applications received under each 

category separately in presence of representatives from the issuer, the stock exchanges and the applicants, 

if there be any. 

19. An applicant cannot submit more than two applications, one in his/her own name and the other jointly 

with another person. In case an applicant makes more than two applications, all applications will be 

treated as invalid and will not be considered for allotment purpose. In addition, 15% (fifteen) of the 

application money shall be forfeited by the Commission and the balance amount will be refunded to the 

applicant. 

20. The applicant shall provide with the same bank account number in the application form as it is in the BO 

account of the application. 

21. The applicants who have applied for more than two applications using same bank account, their 

application will not be considered for lottery and the Commission will forfeit 15% of their subscription 

money too. 

22. Lottery (if applicable) shall be held within 4 (Four) weeks from closure of the subscription date. 

23. The company shall issue share allotment letters to all successful applicants within 5 (Five) weeks from the 

date of the subscription closing. Within the same time, refund to the unsuccessful applicants shall be made 

in the currency in which the value of securities was paid for by the applicants without any interest, through 

direct deposit to the applicant’s bank account as far as possible/ Account Payee Cheque/ refund warrants 

with bank account number, bank’s name and branch as indicated in the securities application forms 

payable at Dhaka/ Chittagong/ Khulna/ Rajshahi/ Barisal/ Sylhet/ Bogra, as the case may be subject to 

condition No. 19 & 21 above. 

Refund money of the unsuccessful applicants shall be credited directly to their respective bank accounts, 

who have chosen the option in the IPO application forms, as maintained with the bankers to the issue or 

any other banks mentioned in the application. 













7


A compliance report in this regard shall be submitted to the Commission within 7 (Seven) weeks from the 

date of closure of subscription. 

24. The company shall furnish the List of Allotees to the Commission and the stock exchange(s) simultaneously 

in which the shares will be listed, within 24 (Twenty Four) hours of allotment. 

25. In the event of under-subscription of the public offering, the unsubscribed portion of securities shall be 

taken up by the underwriter(s) (subject to Para -16 above). The issuer must notify the underwriters to take 

up the underwritten shares within 10 (Ten) days of the closing of subscription on full payment of the share 

money within 15 (Fifteen) days of the issuer’s notice. The underwriter shall not share any underwriting fee 

with the issue managers, other underwriters, issuer or the sponsor group. 

26. All issued shares of the issuer at the time of according this consent shall be subject to a lock-in period of 3 

(Three) years from the date of issuance of prospectus or commercial operation, whichever comes later. 

Provided that the persons (other than Directors and those who hold 5% or more shares in the 

company), who have subscribed to the shares of the company within immediately preceding two years of 

according consent shall be subject to a lock-in period of 1 (One) year from the date of issuance of 

prospectus or commercial operation, whichever comes later. 

27. In respect of shares of Sponsors/Directors/Promoters (if in paper format) shall be handed over to security 

custodian bank registered with SEC and shall remain till completion of lock in and the name and branch of 

the bank shall be furnished to the Commission jointly by the issuer and issue managers, along with a 

confirmation thereof from the custodian bank, within one week of listing of the shares with the stock 

exchange(s). Or they (shares of Sponsors/ Directors/ Promoters) can be demated and will remain in lock-in 

under CDBL system and issuer will submit a dematerialization confirmation report generated by CDBL and 

attested by Managing Director of the company along with lock-in confirmation with SEC within one week 

of listing of the shares with the stock exchange(s). In respect of shares other than 

Sponsors/Directors/Promoters the issuer will ensure their lock-in of those shares and submit a statement 

to this effect to SEC. 

28. The company shall apply to the stock exchanges for listing within 7 (Seven) working days of issuance of this 

letter and shall simultaneously submit to the Commission attested copies of the application filed with the 

stock exchanges. 

29. The company shall deposit 3% tax to the Government Treasury on the share premium of the IPO and 

submit authenticated copy of ‘Treasury Chalan’ to the Commission, among others, to obtain consent for 

holding of lottery in line with the NBR”s Order No. S¡l¡−h¡/A¡uLl h¡−SV/2010/97 dated 30.06.2010 and 

S¡l¡−h¡/Ll-4/A¢d−rœ /11(4)/2003(Awn)-1)/225 dated 06.07.2010. 

30. The company shall not declare any benefit/dividend based on the financial statements for the year ended 

on December 31, 2011 before listing of its capital with stock exchange (s). 

31. The company shall submit updated environmental renewal certificate from Environment Directorate to the 

Commission within three working days before opening subscription of Initial Public Offering (IPO). 

PART–B 

1. The issuer and the Issue Manager shall ensure that the abridged version of the prospectus and the full 

prospectus is published correctly and in strict conformity with the conditions of this letter without any 

error/omission, as vetted by the Securities and Exchange Commission. 

2. The issue manager shall carefully examine and compare the published abridged version of the prospectus 

on the date of publication with the copy vetted by SEC. If any discrepancy/ inconsistency is found, both the 

issuer and the issue manager shall jointly publish a corrigendum immediately in the same newspapers 

concerned, simultaneously endorsing copies thereof to SEC and the stock exchange(s) concerned, correcting 

the discrepancy/inconsistency as required under ‘Due Diligence Certificates’ provided with SEC. 













8


3. Both the issuer company and the issue manager shall, immediately after publication of the prospectus and 

its abridged version, jointly inform the Commission in writing that the published prospectus and its abridged 

version are verbatim copies of the same as vetted by the Commission. 

4. The fund collected through Public Offering shall not be utilized prior to listing with stock exchanges and that 

utilization of the said fund shall be effected through banking channel, i.e. through account payee cheque, 

pay order or bank drafts etc. 

5. The company shall furnish report to the Commission and to the stock exchanges on utilization of Public 

Offering proceeds within 15 (Fifteen) days of the closing of each month until such fund is fully utilized, as 

mentioned in the schedule contained in the prospectus, and in the event of any irregularity or 

inconsistency, the Commission may employ or engage any person, at issuer’s cost, to examine whether the 

issuer has utilized the proceeds for the purpose disclosed in the prospectus. 

6. All transactions, excluding petty cash expenses, shall be effected through the company’s bank account(s). 

7. Proceeds of the Public Offering shall not be used for any purpose other than those specified in the 

prospectus. Any deviation in this respect must have prior approval of the shareholders in the shareholders 

Meeting under intimation to SEC and stock exchanges. 

8. Directors on the Company’s Board will be in accordance with applicable laws, rules and regulations. 

9. The financial statements should be prepared in accordance with Bangladesh Accounting Standards (BAS) 

and Bangladesh Financial Reporting Standards (BFRS) as required by the Securities and Exchange Rules, 

1987. 

10. Loan against Bills Purchase shall not be repaid from IPO proceeds/company’s own sources as practically, 

such loan will be adjusted/realized by the banks from export proceeds/bills. 

PART-C 

1. All the above conditions imposed under section 2CC of the Securities and Exchange Ordinance, 1969 shall 

be incorporated in the prospectus immediately after the page of the table of contents, with a reference in 

the table of contents, prior to its publication. 

2. The Commission may impose further conditions/restrictions etc. from time to time as and when considered 

necessary which shall also be binding upon the issuer company. 

PART-D 

1. As per provision of the Depository Act, 1999 & regulations made there under, shares will only be issued in 

dematerialized condition. All transfer/transmission/splitting will take place in the Central Depository 

Bangladesh Ltd. (CDBL) system and any further issuance of shares (Including rights/bonus) will be made in 

dematerialized form only. 

An applicant (including NRB) shall not be able to apply for allotment of shares without Beneficial Owners 

(BO) account. 

2. The company and the issue manager shall ensure due compliance of all the above conditions and the 

Securities and Exchange Commission (Public Issue) Rules, 2006. 













9


GENERAL INFORMATION 

• The Prospectus has been prepared by ICB Capital Management Limited from information supplied by 

Orion Pharma Limited (the Company) and also several discussions with the Managing Director and 

related executives of the Company which is publicly available. The Board of Directors of Orion Pharma 

Limited hereby confirms that to the best of their knowledge and belief the information contained 

herein is true and correct in all material respects and that there are no other material facts the omission 

of which would make any statement herein misleading. 

• No person is authorized to give any information or to make any representation not contained in this 

Prospectus and if given or made, any such information or representation must not be relied upon as having 

been authorized by the Company or the Issue Manager. 

• The Issue, as contemplated in this document, is made in Bangladesh and is subject to the exclusive 

jurisdiction of the Courts of Bangladesh. Forwarding this Prospectus to any person residing outside 

Bangladesh in no way implies that the issue is made in accordance with the laws of that country or is 

subject to the jurisdiction of the laws of that country. 













10


DECLARATIONS AND DUE DILIGENCE CERTIFICATES 

Declaration about the responsibility of the Directors, including the CEO of the issuer company “Orion Pharma 

Limited” in respect of the Prospectus 

This Prospectus has been prepared, seen and approved by us, and we, individually and collectively, accept full 

responsibility for the authenticity and accuracy of the statements made, information given in the Prospectus, 

Documents, Financial Statements, Exhibits, Annexes, Papers submitted to the Commission in support thereof, 

and confirm, after making all reasonable inquiries that all conditions concerning this Public Issue and Prospectus 

have been met and that there are no other information or documents the omission of which make any 

information or statements therein misleading for which the Commission may take any civil, criminal or 

administrative action against any or all of us as it may deem fit. 

We also confirm that full and fair disclosure has been made in this Prospectus to enable the investors to make a 

well-informed decision for investment. 

Sd/- 



Sd/- 

(Mrs. Hasina Begum) 

Nominee Director of Panbo 

Bangla Mushroom Ltd. 

Sd/- 

(Salman Obaidul Karim) 

Director 

Consent of Director (s) to Serve as Director (s) 

Sd/- 

(Mrs. Arzuda Karim) 


Sd/- 

(Mrs. Zerin Karim) 


We hereby agree that we have been serving as Director(s) of Orion Pharma Ltd. and continue to act as Director 

(s) of the Company. 

Sd/- 



Sd/- 

(Mrs. Hasina Begum) 

Nominee Director of Panbo 

Bangla Mushroom Limited 

Sd/- 

(Mr. Salman Obaidul Karim) 


Sd/- 

(Mrs. Arzuda Karim) 


Sd/- 

(Mrs. Zerin Karim) 

Director


Declaration about filing of Prospectus with the Registrar of Joint Stock Companies and Firms 

A dated and signed copy of this Prospectus has been filed for registration with the Registrar of Joint Stock 

Companies and Firms, Bangladesh, as required under Section 138(1) of the Companies Act, 1994 before the 

date of publication of this prospectus in the newspaper. 

Due Diligence- Certificate of Manager to the Issue 

Sub: Public Offer of 40,000,000 ordinary shares of Tk.10.00 each at an issue price of Tk.60.00 per share 

including a premium of Tk. 50.00 per share totaling Tk. 2,400,000,000.00 of Orion Pharma Limited. 

We, the under-noted Manager to the Issue to the above-mentioned forthcoming issue, state as follows: 

1. We, while finalizing the draft prospectus pertaining to the said issue, have examined various documents 

and other materials as relevant for adequate disclosures to the investors; and 

2. On the basis of such examination and the discussions with the issuer company, its directors and officers, 

and other agencies; independent verification of the statements concerning objects of the Issue and the 

contents of the documents and other materials furnished by the issuer company. 

WE CONFIRM THAT: 

a. The draft prospectus forwarded to the Commission is in conformity with the documents, 

materials and papers relevant to the issue; 

b. All the legal requirements connected with the said issue have been duly complied with; and 

c. The disclosures made in the draft prospectus are true, fair and adequate to enable the investors 

to make a well-informed decision for investment in the proposed issue. 

For Manager to the Issue 

Sd/- 
















12


Due Diligence Certificate of the Underwriter (s) 

Sub: Public Offer of 40,000,000 ordinary shares of Tk.10.00 each at an issue price of Tk.60.00 per share 

including a premium of Tk. 50.00 per share totaling Tk. 2,400,000,000.00 of Orion Pharma Limited. 

We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state individually and 

collectively as follows: 

1. We, while underwriting the above mentioned Issue on a firm commitment basis, have examined the draft 

prospectus, other documents and materials as relevant to our underwriting decision; and 

2. On the basis of such examination and the discussion with the issuer company, its directors and officers, and 

other agencies, independent verification of the statements concerning objects of the issue and the contents 

of the documents and other materials furnished by the issuer company. 

WE CONFIRM THAT: 

a. All information as are relevant to our underwriting decision have been received by us and the draft 

prospectus forwarded to the Commission has been approved by us; 

b. We shall subscribe and take up or procure subscription for taking up the un-subscribed securities against 

the above mentioned public issue within 15 (fifteen) days of calling up thereof by the issuer; and 

c. This underwriting commitment is unequivocal and irrevocable. 

For Underwriter(s) 

Sd/- 


Sd/- 


Sd/- 


Sd/- 


Sd/- 


Sd/- 


Sd/- 


Sd/- 

Swadesh Investment Management Limited. 

Sd/- 


Sd/- 


Sd/- 


Sd/- 


Sd/- 


Sd/- 

Rupali Investments Limited 

Sd/- 


Sd/- 














13


RISK FACTORS AND MANAGEMENT’S PERCEPTION ABOUT THE RISKS 

Interest Rate Risks: 

Interest rate risk is borne by interest bearing assets of an organization. Changes in the government’s monetary 

policy along with increased demand for loans/investments tend to raise interest rates. Such rises in interest 

rates mostly affect companies having floating rate loans or companies investing in long term debt securities. In 

the event of monetary policy tightening by the government to combat increased economic growth and inflation, 

the Company will require a prudent strategy to save the firm from incurring negative net cash flow from 

operations. 

Management Perception: 

The management of ORION PHARMA is aware of the interest rates at which the debts of the Company are being 

financed and borrows at fixed rate of interest. Management intends to finance short-term funds at reasonable 

competitive rates. The Company has been repaying borrowed funds on a continuous basis to reduce such 

interest risk. 

Exchange Rate Risks: 

Exchange rate risk arises due to changes in exchange rates. As the Company imports materials and equipment 

from abroad and also earns revenue in foreign currency, unfavorable volatility or currency fluctuation may 

affect the profitability of the Company. When exchange rate increases against local currency, opportunity arises 

for generating more profit. Currently, Bangladesh Bank follows a managed floating exchange rate policy and 

therefore, the Taka/USD rates have remained within a tight band. However, as demand for the dollar grows 

with increased economic well-being and global competitiveness of the nation’s assets, exchange rate volatility is 

expected. 


ORION PHARMA LTD. earns its revenues in taka denominations, but significant materials are purchased in USD. 

Purchasing of such material in USD is closely related with the export of products in USD. Therefore exchange rate 

risks are covered by balancing costs and prices of its products. 

Input Cost Risks: 

Input cost risk is the risk of businesses when procuring materials in high global demand. Increasing demand and 

supply shortages create volatility in the values of these materials; and therefore, the timing, quantity and price 

of purchase must be closely planned. Input costs such as raw material, packing materials, represent significant 

operating costs in the industry. Direct costs peaked in 2011 due to increases in material and fuel prices which 

inflated cost structures and suppressed profitability of pharmaceutical company across the globe. 


Management of ORION PHARMA hedges its exposure to input cost volatility in its costs and prices.OPL has been 

maintaining a trustworthy and faithful relationship with its principal supplier of raw material since its inception 

of operation by guarantying and maintaining an excellent payment behavior and reliable bondage with no 

default payment. The amplitude of the relationship between OPL and its supplier is beyond questionable and 

that trend in turn is helping the OPL to manage the volatility in the price of the raw material efficiently. 

Furthermore the OPL has an exclusive inventory management system with automated technology that helps the 

OPL to make right & timely decision regarding inventory management including when to buy the raw material, 

how much to buy, what should be the buffer stock ,what should the amount of reorder quantity that will 

minimize the ordering cost and carrying etc. 

Industry Risks: 

The pharmaceutical industry has witnessed challenges such as intellectual property rights, a historic fuel price 

peak and material cost increase across the globe. It stands as one of the most challenging industries to operate


in to date. Fortunately, the local industry does not have such a troubled backdrop and has immense 

opportunities for growth. 


Management is optimistic about growth opportunities in Bangladesh. They believe they target an untapped 

market of customers who are seeking global standards of pharmaceutical products. 

Market Risks: 

Market risk refers to the risk of adverse market conditions affecting the sales and profitability of the Company. 

Mostly, the risk arises from falling demand for the pharmaceutical products which would harm the financial 

performance of the Company. On the other hand, strong marketing and brand management would help the 

Company increase their customer base. 


Management is fully aware of the market risk and has extensive plan to deal with that types of risk. With the 

help of an efficient management team the OPL is always keeping a close eye to the market movement so that it 

can act accordingly to any market changes. The OPL mitigates market risk to a minimal level by identifying new 

markets, developing new cilents, innovating new products and upgrading the existing products. 

Technology Related Risks Potential 

Technology always plays a vital role for each and every type of business. Better technology can increase 

productivity and reduce costs of production. Firms are exposed to technology risks when there are better 

technologies available in the market than the one used by the company which may cause operational 

inefficiency. 


ORION PHARMA’s Management is aware of technological changes and has adopted new technology according 

to its needs. ORION PHARMA is committed to maintaining quality and brand image. 

Potential or Existing Government Regulations: 

The Company operates under the Drugs Ordinance, Companies Act, 1994, Directorate of Drug Administration 

(DDA) regulations, Income Tax Ordinance 1984, Income Tax Rules 1984, Customs Act, 1969, Value Added Tax 

(VAT) Act 1991 and Value Added Tax (VAT) Rules 1991. Any abrupt changes of the policies made by the 

regulatory authorities may adversely affect the business of the Company. ORION PHARMA operates in a highly 

regulated market with registration of products, operational reviews and inspections required by DDA 

periodically. 


ORION PHARMA is one of the leading pharmaceutical companies of the country. This Company is doing business 

following all the rules and regulations. Change in regulations will bring changed strategies of doing business by 

the dynamic management of the Company. 

Potential changes in global or national policies: 

Changes in the global or national policies can have either positive or negative impacts for the company. Any 

shortage or price hike of raw material due to changes in policy in the international market might slow down the 

productivity and profitability. Moreover, the performance of the company would also be hindered due to 

unavoidable circumstances both in Bangladesh and worldwide like political turmoil. Since the risk involved with 

the potential changes in global or national policies is a macro factor, it is beyond the control of Orion Pharma 

Limited. 













15


Management Perception 

The management of Orion Pharma Limited of Bangladesh is always concerned about the existing and 

forthcoming future modifications and changes in the global or national policy and shall response and act 

appropriately and be pertinent in safeguarding company’s interest. 

Operational Risks 

Operational risk refers to un-availability of materials/equipment/services which may affect the smooth 

operational activities of the Company. On the other hand, the equipment may face operational and mechanical 

failures due to natural disasters, terrorist attacks, unforeseen events, lack of supervision and negligence, leading 

to severe accidents and losses to concerned company. 


The Company hedges such risks in costs and prices and also takes preventive measures to deal with those types 

of risk efficiently and effectively. All the machineries of OPL used to conduct the day to day production and 

operation is brand new in nature. So the potential of machinery and technical failure at the time of production 

and operation is very minimal. Besides the company is also maintaining several insurance policies such as fire 

insurance, different life insurance scheme and others so as to protect any financial distress arising from any 

unusual and unexpected events including natural & man made catastrophes such as flood, earth quake, hortal, 

strike, riots and so on .Furthermore the OPL uses a customized and well sophisticated accounting software to 

record its daily transactions and prepare & audit its financial statements which is certainly contributing to lessen 

its operational risk substantially. In addition to this the Opl is also very scrupulous about managing its skilled 

human resources efficiently and effectively with the help of some computerized automated system including 

punch card system, computerized salary and performance control measures, automated bonus and 

compensation scheme and so on. In essence it can be stated from the aforesaid discussion that by combining all 

of the above stated integrated approach the Company is dealing with its operational risk very much productively 

and efficiently. 

History of Non- operation: 

There is no history of non-operation in the profile of the Company. 


To overcome these uncertainties, the Company has its own power backup, scientific inventory management and 

continuous market promotion systems, which reduces the non-operating risk. 

Risk arising from the absence of material contracts with the Principal Supplier: 

This special type of risk emerges from the lack of any contractual commitment with the supplier of raw 

materials. In absence of any such contract with the principal supplier, the company may prone to severe 

problem in ensuring the smooth flow of its operation arising from unexpected price hike, late delivery of raw 

materials, breach of commitment and other unexpected situation, the company’s operation/production may 

fall in distress or may be interrupted drastically in the aforesaid circumstances 


Although the absence of any material contract with its principal supplier is posing a great threat for OPL, the 

management of OPL is well aware of it and handling this risk efficiently and effectively from the inception of its 

operation in two ways. Firstly, the OPL has been maintaining an extensive good relationship with its prime 

supplier of raw materials for a long since by ensuring a good payment behavior and by maintaining ethical 

business conduct. Secondly, the procurement team of OPL is well acquainted other international sources of raw 

materials and have good contact with them. Therefore, in case of any unexpected situation, they can choose the 

alternative option with no difficulty. 













16


The Financial Structure of the Company is as follows: 

Particulars 

No. of shares 

Face Value 

(Taka) 

Amount in Taka 

Before IPO 

Authorised Capital Ordinary shares of Tk. 10 each 500,000,000 10.00 5,000,000,000 

As per memorandum 1,400 100.00 140,000 

Paid up Capital as on 01-03-1968 2,930 100.00 2,93,000 

Paid up Capital as on 02-10-1985 9450 100.00 9,45,000 



Paid-up Capital as on 18-01-2003 3,00,000 100.00 3,00,00,000 





Paid-up Capital as on 17-10-2010 13,00,00,000 10.00 1,30,00,00,000 

Paid-up Capital as on 30-12-2011 15,50,00,000 10.00 1,55,00,00,000 

Total Paid-up before IPO 155,000,000 10.00 1,550,000,000 

After IPO 

To be issued as IPO 40,000,000 10.00 400,000,000 

Total no of shares (Post IPO) & 

Paid up capital (Post IPO) 

FINANCIAL STRUCTURE OF THE COMPANY 

195,000,000 

1,950,000,000 

Note: The face value of the share of the company has changed from Tk. 100/- Per Share to TK. 10/- Per Share 

on 24-07-2010. 

USE OF IPO PROCEEDS 

We estimate that the aggregate proceeds from the Initial Public Offering (IPO) will be approximately Tk. 

2,400,000,000 and the proceeds would be used for construction of expansion project of Orion Pharma Limited at 

Valuka, Mymensingh in terms of the expansion of the existing product line along with the addition of new product 

lines such as Hormonal, Cephalosporin, Blood/Plasma Products and Oncology etc. Details of the IPO Proceeds are as 

under: 

Use of IPO Proceeds 

Amount (Tk.) 

IPO Proceeds 2,400,000,000.00 

Less: IPO expense (approx.) 93,013,500.00 

Net IPO proceeds 2,306,986,500.00


Net IPO Proceeds will be used for following purposes: 

Total Cost of the Project 

(Tk. in ‘000’) 

Sl. 

No 

Items 

Total cost 

in BDT. 

1. Land : 

a) Cost of 850 Bigha of land 0 

b) Cost for Land Development 14810 

Sub- Total 14810 

2. Building and Other Civil Works: 

As per Note 932587 


3. Imported Machinery & Equipments: 

a) Main machinery (C&FR value) list enclosed 2231653 

b) Pre-shipment inspection (1% of C&FR value) 

c) Marine insurance( 1% of C&FR value) 111582 

d) Clearing & forwarding charges (1% of C&FR value) 

e) L/C commission and others (2% of C&FR value) 

f) Inland freight and unloading at site 15000 


4. Local Machinery / Accessories 

a) Electrical Cable, Ducting, piping, Installation etc. 115000 


5. Technical Know-how : 

a) Consultant fees for designing structural drawing of factory building; designing 

10000 

layout plan of machinery, man and material flow-diagram; designating 

installation of HVAC system; water distribution/ lopping system; centrally 

dust collection system; fire fighting and detection system etc. 

b) Validation Master Plan Execution 3000 


6. Erection and Installation : 

a) Expenses for foreign erectors (Fooding, lodging, pocket money and local transport) 4000 

b) Power connection charges 4000 

c) De-packing and positioning in-place of machine 3000 

d) Installation of Machineries done by local companies 2000 


7. Project Management 

a) Factory Acceptance Test (FAT) for the imported machineries 3500 

b) Salary and allowances for the executive, staff and officers involved in the project 12500 

d) Traveling & Conveyance 2500 

Sub-Total 18500 

8. Security Deposit : 

a) Security deposit for gas 4500 

Sub-Total 4500 

Total fixed cost of the project. 3,469,632 

Less: To be invested from Company’s Own Sources 1,162,645.50 

Net Proceeds from IPO 2,306,986.50


Note: Details of Building and Other Civil Works: 

Sl.No Items of 

construction 

Type of construction (specification) 

1. General Production 

Building Ground Floor 

RCC frame structure 4 storied building. 

Foundation for 4 storied building, Ground 

Floor (Production) Height-18 Feet, 1 st Floor 

Technical Floor Geight-12 Feet, 2 nd Floor 

(Production) Height – 18 Feet 

RCC Frame Structure with Brick Wall, 

Ceiling Height = 12 feet 

RCC Frame Structure with Brick Wall Ceiling 

Height = 18 feet 

R.C.C. Frame Structure Single storied 

building with Brick Wall 

R.C.C. Frame Structure TWO storied 



Building First Floor 


Building Second Floor 

4. Gate House with 

Guest Reception Area 

5. Canteen and Prayer 

Hall Building 

6. Utility Building RCC Frame Structure with Brick Wall Ceiling 

7. Secuirity Building and 

Labour Shade 

8. Effluent Treatment 

Plant Area 

Height = 20 feet 

R.C.C. Frame Structure Three storied 


R.C.C. Frame Structure Single storied 

building with Brick Wall and RCC couple of 

Tanks 

Covered 

area 

Rate 

(In Tk.) 

Total cost 

(In Tk.) 

160000 sft 2150 344000000 

70575 sft 1875 132328125 

140890 sft 1975 278257750 

5000 sft 1650 8250000 

14000 SFT 1700 23800000 

7000 sft 1750 12250000 

15000 1775 26625000 

8000 sft 1650 13200000 

9. Internal Sanitary @3.0% (Total cost of civil work including 

L.S. L.S. 20963243 

Work, 

foundation) 

10. Internal Electrical @3.0% (Total cost of civil work without 

L.S. L.S. 20963243 

work (Conceal type) foundation) 

11. Boundary wall RCC column with Brick wall, 10’ height 85000 sft 191.18 16250000 

12. Internal Road RCC road 60000 sft 286.67 17200000 

13. Surface Drain C.C. surface drain L.S. L.S. 12000000 

14. Walk way MS structure and Plastic sheet cover L.S. L.S. 6500000 

Total 93,25,87,361 

Project Implementation Schedule 

Month Wise Spread Sheet 

Particulars 

Month Wise Project Implementation Schedule 

SL.No. Description / Work 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 

1. Land Filling & Dev. 

2. Piling 

3. Foundation Work 

4. Basement casting 

5. Ground Floor Casting 

6. Column Upto 18’ 

7. 1 st Level Roof Casting 

8. Column 18-30’ casting 

9. 30’ Technical 

FloorCasting 













19


10. Column 30-48’ casting 

11. 48’ Roof Casting 

12. Ground Floor Wall 

13. Tech Floor Wall 

14. 1 st Floor Wall 

15. Underground Sanitary 

16. Sitye Road 

17. Gate House 

18. Canteen & Prayer hall 

19. ETP 

20. Detail Engg. Design 

21. Quotation Finalization 

22. Opening L/C for MC 

23. Machine Arrival 

24. Ducting Work 

25. Sandwich Panel Ins. 

26. Epoxy Work 

27. Electrical Work 

28. Installation of 

Machine 

29. Trial Run of Machine 

30. Process Validation 

31. Commercial operation 

32 Raw Mat. L/C open 

33. Raw Mat Received 

The OPL has not any material contracts with any party regarding the use of IPO proceeds. 

Sd/- 

Mohammad Obaidul Karim 


Sd/- 

Samaresh Banik 














20


Company Status and Background 

Orion Pharma Limited (Orion Pharma/Company), earlier called Orion Laboratories Limited, a company of ORION 

GROUP, was incorporated in Bangladesh on June 21, 1965; and owns and operates a modern pharmaceuticals 

factory and produces and sells pharmaceuticals drugs and medicines. The Company was converted into a public 

limited company on July 24, 2010. It also owns approximately 21.76% shares of Orion Infusion Limited, a public 

company listed with Dhaka Stock Exchange and Chittagong Stock Exchange since 1996, manufacturing and 

marketing intravenous fluids. The registered office of the company is at Orion House, 153-154, Tejgaon I/A, 

Dhaka-1208. At present, the Company produces tablet, capsule, PFS, ampoule, cephalosporin, cream and 

ointment products. The Company has a market share of around 2% of the pharmaceuticals market of the 

country at approximately Tk 5,500 crore. Orion Pharma is one of the premier pharmaceutical companies of 

Bangladesh for manufacturing and marketing branded-generic primary and chronic care medicines, maintaining 

strict compliance of WHO CGMP standards. Commence of Business since 1965. 

Corporate Information 

INFORMATION ABOUT THE COMPANY 

Orion Pharma Limited: An Overview 

Date of Incorporation as a private limited Company : June 21, 1965 

Date of Conversion into a public limited Company : June 24, 2010 

Date of Commercial operation : November 25, 1966 

Authorized Capital : Tk. 5,000,000,000.00 

Issued, Subscribed & Paid-up Capital : Tk. 1,550,000,000.00 

Change of Denomination : 24 July, 2010 

Nature of Business 

The Company owns and operates a modern pharmaceuticals factory and produces and sells pharmaceuticals 

drugs and medicine. 

Flagship Products 

Among almost 250 products, Orion Pharma Limited proudly declares the following flagship products which are 

the deserving pride of Orion Pharma: Enliven (Imatinib Mesylate) capsule, Betacal (Atenolol plus amlodipine) 

tab, Vertex injection (Ceftriaxone sodium), Clognil plus (Clopidogrel+ Aspirin) tab, Pep (Zinc sulphate) 

Tab/Syrup, Deslor (Desloratadine) Tab/Syp, Axet (Cefuroxime) Tab/inj, Pedicef (Cefpodoxime) susp, Azalid 

(Azithromycin) Tab/Sus, Truso (Cefixime) Cap/sus. 

Principal Products 

SI Brand Generic Strength Dosage Form 

1 Alve Tablet Alverine Citrate 60mg Tablet 

2 Aneron Syrup Iron Polymaltose Complex 50mg/5ml Syrup 

3 Angimet Tablet Trimetazidine Dihydrochloride 20mg Tablet 

4 Angimet MR Tablet Trimetazidine Dihydrochloride 35mg Tablet 

5 Ataq 200 Gatifloxacin 200mg Tablet 

6 Ataq 400 Gatifloxacin 400mg Tablet 

7 Ambronil Syrup Ambroxol Hydrochloride 15mg/5ml Syrup 

8 Arovent Tablet Montelukast 10mg Tablet 

SI Brand Generic Strength Dosage Form


9 Avison Cream Econazole Nitrate 1.0% + 

10gm 

Cream 

Triamcinolone Acetonide 0.1% 

10 Axet 125 Tablet Cefuroxime Axetil 125mg Tablet 



13 Axet 250 IV/IM Injection Cefuroxime Sodium 250mg Injection 

14 Axet 750 IV/IM Injection Cefuroxime Sodium 750mg Injection 

15 Axet PFS Cefuroxime Axetil 125mg/5ml Suspension 

16 Azalid 250 Capsule Azithromycin 250mg Capsule 

17 Azalid 500 Tablet Azithromycin 500mg Tablet 

18 Azalid PFS Azithromycin 200mg/5ml Suspension 

19 Baclon Tablet Baclofen 5mg & 10mg Tablet 

20 Betacal Tablet Atenolol+Amlodipine 50 mg + 5 mg Tablet 

21 Bonec Tablet Calcium 500mg Tablet 

22 Broket Tablet Ketotifen 1mg Tablet 

23 Broket Syrup Ketotifen 1mg/5ml Syrup 

24 Bromazep Tablet Bromazepam 3mg Tablet 

25 CCB-5 Tablet Amlodipine 5mg Tablet 

26 Clognil Tablet Clopidogrel 75mg Tablet 

27 Clognil Plus Tablet Clopidogrel+Aspirin 75mg + 75mg Tablet 

28 Cloramin Syrup Chlorpheniramine Maleate 2mg/5ml Syrup 

29 Combivit Injection Vitamin B Complex - Injecion 

30 Conaz 50 Capsule Fluconazole 50mg Capsule 

31 Conaz 150 Capsule Fluconazole 150mg Capsule 

32 Cosy Tablet Domperidone 10mg Tablet 

33 Cosy Suspension Domperidone 5mg/5ml Suspension 

34 Deconil Tablet Butamirate Citrate 50mg Tablet 

35 Deslor Tablet Desloratadine 5mg Tablet 

36 Deslor Syrup Desloratadine 2.5mg/5ml Syrup 

37 Dexpro 300 Tablet Dexibuprofen 300mg Tablet 

38 Dexpro 400 Tablet Dexibuprofen 400mg Tablet 

39 EC Tablet Vit E + Vit C 50mg + 200mg Tablet 

40 EC-plus Tablet Vit E + Vit C 200mg + 200mg Tablet 

41 Eprel Tablet Eperisone Hydrochloride 50mg Tablet 

42 ESP Capsule Zinc Sulphate+Folic acid 61.8mg + 500mcg Capsule 

43 Ezylax Syrup Lactulose 3.35gm/5ml Syrup 

44 Fenocap Capsule Fenofibrate 200mg Capsule 

45 Ferrolin-TR Capsule Ferrous Sulphate+Zinc 

150mg+61.8mg+50 Capsule 

Sulphate+Folic Acid 

0mcg 

46 Feroven IV Infusion Iron Sucrose with normal saline 100mg/5ml Infusion 

47 Feroven IV Injection Iron Sucrose 100mg/5ml Injection 

48 Fevac Suspension Paracetamol 120mg/5ml Suspension 

49 Flegnil Suspension Carbocisteine 125mg/5ml Suspension 

50 Flegnil-DS Suspension Carbocisteine 250mg/5ml Suspension 

51 Frulac Tablet Frusemide + Spironolactone 20mg + 50mg Tablet 

52 Frulac-40 Tablet Frusemide + Spironolactone 40mg + 50mg Tablet 

53 Glory Capsule Carbonyl Iron+Zinc+Sulphate+Folic Acid 51mg+61.8mg+0.5mg Capsule 

54 Goldage Tablet 32 Multivitamin + Multimineral - Tablet 

55 Goldkid Syrup Multivitamin with cod liver oil - Syrup 

56 Heptamin Capsule Iron, Folic Acid, B-Vitamins & Vit-C - Capsule 













22



57 Hedex Tablet Paracetamol + Caffeine 500mg + 65mg Tablet 

58 Ketorin Tablet Ketorolac 10mg Tablet 

59 Ketorin-30 IV/IM Injection Ketorolac 30mg Injection 

60 Lipex 10 Tablet Atorvastatin 10mg Tablet 

61 Lipex 20 Tablet Atorvastatin 20mg Tablet 

62 Losan 25 Tablet Losartan Potassium 25mg Tablet 

63 Losan 50 Tablet Losartan Potassium 50mg Tablet 

64 Losan-D Tablet Losartan Potassium + 

50mg+12.5mg Tablet 

Hydrochlorothiazide 

65 Lopres Tablet Atenolol 50mg Tablet 

66 Livit-C Syrup Ascorbic Acid 100mg/5ml Syrup 

67 Mac PFS Erythromycin Ethylsuccinate 125mg/5ml Suspension 

68 Mac-DS PFS Erythromycin Ethylsuccinate 250mg/5ml Suspension 

69 Maprocin 500 Tablet Ciprofloxacin Hydrochloride 500mg Tablet 

70 Maprocin 750 Tablet Ciprofloxacin Hydrochloride 750mg Tablet 

71 Maprocin Suspension Ciprofloxacin Hydrochloride 250mg/5ml Suspension 

72 Maxical Tablet Calcium+Vit D3 500mg + 200IU Tablet 

73 Maxical Plus Tablet Calcium+Vit D, C, E & Multimineral - Tablet 

74 Meromax 500 mm Inj Meropenem 500mg/vial Injection 

75 Meromax 1 gm Inj Meropenem 1gm/vial Injection 

76 Miki-H Cream Miconazole Nitrate 2.0% + 

10gm 

Cream 

Hydrocortisone 1.0% 

77 Milk of Magnesia Susp. Magnesium Hydroxide 400mg/5ml Suspension 

78 Nitrocap Capsule Nitroglycerin 2.6mg Capsule 

79 Nervex Tablet Mecobalamin 0.5 mg Tablet 

80 Newage Tablet Multivitamin + Multimineral - Tablet 

81 Nidazyl 400 Tablet Metronidazole 400 mg Tablet 

82 Nidazyl Suspension Metronidazole 200 mg/5 ml Suspension 

83 Noak Tablet Aceclofenac 100 mg Tablet 

84 Nosedex Tablet Fexofenadine 120mg Tablet 

85 Nosedex Tablet Fexofenadine 30mg/5ml Tablet 

86 Novelta Suspension Magaldrate + Simethicone 480mg +20mg Suspension 

87 Nugesic Tablet Vit B1, B6, B12 - Tablet 

88 Nugesic IM Injection Vit B1, B6, B12 - Injection 

89 Oclazid Tablet Gliclazide 80mg Tablet 

90 Oclazid MR Tablet Gliclazide 30mg Tablet 

91 Octrim Suspension Co-trimoxazole 240mg/5ml 

92 Onasia Tablet Ondansetron 8mg Tablet 

93 Orfenac Tablet Diclofenac Sodium 50mg Tablet 

94 Orfenac TR Capsule Diclofenac Sodium 100mg Capsule 

95 Orfenac -Plus IM Injection Diclofenac Sodium + Lidocaine 75mg + 20mg Injection 

96 Orket IM Injection Ketoprofen 100mg Injection 

97 Orioplex-M Tablet Multivitamin + Multimineral - Tablet 

98 Orioplex Tablet Vitamin B complex - Tablet 

99 Orioplex Syrup Vitamin B complex - Syrup 

100 Orixyl 250 Capsule Amoxicillin Trihydrate 250mg Capsule 

101 Orixyl 500 Capsule Amoxicillin Trihydrate 500mg Capsule 

102 Orixyl PFS Amoxicillin Trihydrate 125mg/5 ml Suspension 

103 Orixyl Paed. Drops Amoxicillin Trihydrate 125 mg/1.25 ml Suspension 













23



104 Orlev 500 Tablet Levofloxacin Hemihydrate 500mg Tablet 

105 Ormin 500 Tablet Metformin Hydrochloride 500mg Tablet 

106 Ormin 850 Tablet Metformin Hydrochloride 850mg Tablet 

107 Onium Tablet Tiemonium Methylsulphate 50mg Tablet 

108 Onium IV/IM Injection Tiemonium Methylsulphate 5mg/2ml Injection 

109 Orsal Syrup Salbutamol 2mg/5ml Syrup 

110 Ortac Tablet Ranitidine Hydrochloride 150mg Tablet 

111 Ortac IV/IM Injection Ranitidine Hydrochloride 50mg/2ml Injection 

112 Pep Syrup Zinc Sulphate 4.05mg/5ml Syrup 

113 Pep-2 Syrup Zinc Sulphate 10mg/5ml Syrup 

114 Pep-20 Syrup Zinc Sulphate 20mg/5 ml Syrup 

115 Pep-20 Tablet Zinc Sulphate 20mg Tablet 

116 Pep Plus Tablet Zinc + Vitamin B Complex - Tablet 

117 Pep Plus Syrup Zinc + Vitamin B Complex - Syrup 

118 Pep-DT Tablet Elemental Zinc 20mg Tablet 

119 Procap 20 Capsule Omeprazole 20mg Capsule 

120 Procap 40 Capsule Omeprazole 40mg Capsule 

121 Pedicef Drops Cefpodoxime Proxetil 20mg/1ml Suspension 

122 Pedicef PFS Cefpodoxime Proxetil 40mg/5ml Suspension 

123 Pedicef-DS PFS Cefpodoxime Proxetil 80mg/5ml Suspension 

124 Pedicon Paed. Drops Simethicone 67mg/1ml Suspension 

125 Riz Tablet Cetirizine Dihydrochloride 10mg Tablet 

126 Riz Syrup Cetirizine Dihydrochloride 5mg/5ml Syrup 

127 Sefin 250 Capsule Cephradine 250mg Capsule 

128 Sefin 500 Capsule Cephradine 500mg Capsule 

129 Sefin PFS Cephradine 125mg/5ml Suspension 

130 Sefin-DS PFS Cephradine 250mg/5ml Suspension 

131 Sefin Paed. Drops Cephradine 125mg/1.25 ml Suspension 

132 Sefin 250 IV/IM Cephradine 250mg Injection 

Injection 

133 Sefin 500 IV/IM Cephradine 500mg Injection 

Injection 

134 Sefin 1 gm IV/IM Cephradine 1gm Injection 

Injection 

135 Stimulin 1 Tablet Glimepiride 1mg Tablet 

136 Stimulin 2 Tablet Glimepiride 2mg Tablet 

137 Torped 250 IV/IM Injection Cefotaxime Sodium 250mg Injection 

138 Torped 500 IV/IM Injection Cefotaxime Sodium 500mg Injection 

139 Torped 1 gm IV/IM Cefotaxime Sodium 1gm Injection 

Injection 

140 Silvage Tablet Multivitamin + Multimineral - Tablet 

141 Tamlosin Tablet Tamsulosin 0.4mg Tablet 

142 Tenorix Tablet Tenoxicam 20mg Tablet 

143 Tone Tablet Thiamine Hydrochloride 100mg Tablet 

144 Truso 200 Capsule Cefixime 200mg Capsule 

145 Truso 400 Capsule Cefixime 400 mg Capsule 













24



146 Truso PFS Cefixime 100mg/5ml Suspension 

147 Tussin Syrup Pseudoephedrine HCl + 

- Syrup 

Triprolidine + Guaiphenesin 

148 U4 Tablet Flupentixol + Melitracen 0.5mg + 10mg Tablet 

149 Valset 80 Tablet Valsartan 80mg Tablet 

150 Vertex 250 IM Injection Ceftriaxone Sodium 250mg Injection 

151 Vertex 250 IV Injection Ceftriaxone Sodium 250mg Injection 

152 Vertex 500 IM Injection Ceftriaxone Sodium 500mg Injection 

153 Vertex 500 IV Injection Ceftriaxone Sodium 500mg Injection 

154 Vertex 1 gm IM Injection Ceftriaxone Sodium 1gm Injection 

155 Vertex 1 gm IV Injection Ceftriaxone Sodium 1gm Injection 

156 Vertex 2 gm IV Injection Ceftriaxone Sodium 2gm Injection 

157 Xenocort Cream Clobetasol Propionate 0.05% 10gm Capsule 

158 Xenocort Ointment Clobetasol Propionate 0.05% 10gm Ointment 

159 Xil Capsule Pregabalin 75mg Capsule 

160 Xzema Cream Fusidic Acid & Betamethasone 10gm Cream 

161 Zidim 250 IV/IM Ceftazidime 250mg Injection 

Injection 

162 Zidim 500 IV/IM 

Injection 

Ceftazidime 500mg Injection 

163 Zidim 1 gm IV/IM Injection Ceftazidime 1gm Injection 

164 Zimplex Iron+Zinc+Vit B-Complex - Syrup 

165 Zoana Tablet Nitazoxanide 500mg Tablet 

166 Zoana PFS Nitazoxanide 100mg/5ml Suspension 

Market for products and services 

Orion Pharma Limited is one of the premier pharmaceutical companies of Bangladesh for manufacturing and 

marketing branded-generic primary & chronic care medicines, maintaining strict compliance of WHO & CGMP 

standards. With vast experiences of over four decades imbibed with advanced technical and professional 

expertise, Orion Pharma now levers a wide array of therapeutic areas including life saving anticancer drugs and 

injectables having more than 100 generics in 250 presentations of capsule, PFS, ampoule, cephalosporin 

injectables, cream and ointment products of different therapeutic group. 

Products or services that account for more than 10% of the Company’s total revenue 

There is no product that account for more than 10% of the Company’s total revenue. 

Associates, Subsidiary/Related Holding Company & their core areas of business 

The followings are associate/ subsidiary concern of Orion Pharma Ltd. which are described below: 













25


OPL’s Subsidiaries and Sister Companies/ Concern: 

Sl. 

No. 

Name of the 

concern 

Relationship 

Core Business operation 

Date of 

Incorporation 

Date of 

Commercial 

Operation/Production 

1. Orion Holdings Ltd. Subsidiary Investment & Security Trading 09-12-2009 31-12-2009 

2. 

Integral Energy 

Limited 

Subsidiary 

3. Orion Bio care Ltd. Subsidiary 

4. 

5. 

6. 

7. 

8. 

9. 

Orion Natural 

Care Ltd. 

IEL Consortium & 

Associates Ltd. 

Dutch Bangla 

Power & 


Orion Agro 

Products Limited 

Orion Capital 


Orion Infusion 


Subsidiary 

Investing company in Power 

Sector 

Manufacturing & Marketing 

of Veterinary Drugs 


of Herbal Drugs 

18-10-2009 30-06-2010 

24-03-2011 24-03-2011 

24-03-2011 

Not Yet 

Subsidiary Power Generation 30-06-2010 08-05-2011 

Subsidiary Power Generation 01-07-2010 21-07-2011 

Subsidiary 

Agro based products 

Manufacturing 

23-11-2010 

Under Erection & 

Installation 

Subsidiary Merchant banking Activities 01-08-2011 Not Yet 

Associates 


of LVP and Sterile Products 

Paid Up Capital and Share holding position of the subsidiaries: 

05-05-1983 05-05-1983 

Share holding Position 

Sl. Name of the Paid Up 

No. subsidiaries Capital 

Name of the Shareholder No. of shares % of Share 

hold Holding 

Mr. Mohammad Obaidul Karim 10,000 0.10% 

Mrs. Arzuda Karim 10,000 0.10% 

1. Orion Holdings Ltd. 10 Lakh Mr. Salman Obaidul Karim 10,000 0.10% 

Mrs. Zerin Karim 10,000 0.10% 

Orion Laboratories Limited 99,60,000 99.60% 

Total 10,000,000 100% 


Sl. Name of the Paid Up 

No. subsidiaries Capital 


hold Holding 

Orion Laboratories Limited 2,10,000 70% 

2. Integral Energy Ltd. 3 Crore Mr. Salman Obaidul Karim 60,000 20% 

Mrs. Nudrat S Karim 30,000 10% 

Total 3,00,000 100% 

Sl. 

No. 

3. 


subsidiaries 

Orion Bio Care 



Paid Up 

Capital 


hold Holding 

Mr. Obaidul Karim 20,000 0.4% 


5 Crore Mr. Salman Obaidul 15,000 0.3% 

Orion Pharma Limited 49,50,000 99% 

Total 50,00,000 100% 













26


Sl. 

No. 

4. 


subsidiaries 



Paid Up 

Capital 

100 Crore 

Name of the Shareholder 


No. of shares 

hold 

% of Share 

Holding 

Mohammad Obaidul Karim 5,00,000 0.5% 

Mrs. Arzuda Karim 3,50,000 0.35% 

Salman Obaidul Karim 5,00,000 0.5% 

Mrs. Nudrat S. Karim 1,00,000 0.1% 

Integral Energy Limited 30,00,000 3% 

Orion Pharma Limited 9,50,00,000 95% 

Jafflong Tea Co. Limited 5,00,000 0.5% 

Haarhuis Generatoren B.V 50,000 0.05% 

Total 10,00,00,000 100% 

Sl. 

No. 

5. 


subsidiaries 

Dutch Bangla 

Power & 


Paid Up 

Capital (T.K) 

10 Crore 



No. of shares 

hold 

% of Share 

Holding 

Dutch Bangla Power Limited 29,87,500 29.875% 


Mohammad Obaidul Karim 1,00,000 1% 

Salman Obaidul Karim 1,00,000 1% 

Nudrat S. Karim 50,000 0.5% 

Shenzen Nanshan Power Co. 


50,000 0.5% 

Jamal Uddin Ahmed 

Chowdhury 

12,500 0.125% 

Total 1,00,00,000 100% 

Sl. 

No. 

6. 


subsidiaries 


Care Ltd. 

Paid Up 

Capital 

1 Crore 



No. of shares 

hold 

% of Share 

Holding 


Mr. Mohammad Obaidul Karim 20,000 2% 


Mr. Salman Obaidul Karim 15,000 1.5% 

Total 10,00,000 100% 

Sl. 

No. 

7. 


subsidiaries 


Products Ltd. 

Paid Up 

Capital 

10,00,00,000 



No. of shares 

hold 

% of Share 

Holding 


Mr. Mohammad Obaidul Karim 5,00,000 5% 


Mr. Salman Obaidul Karim 2,50,000 2.5% 

Total 1,00,00,000 100% 













27


Sl. 

No. 


subsidiaries 

Paid Up 

Capital 

8. Orion Capital Ltd. 10 Crore 


Name of the Shareholder No. of shares 

hold 

% of Share 

Holding 


Orion Agro Products Limited 20,00,000 20% 

Total 1,00,00,000 100% 

Distribution of products 

Almost the entire products are currently distributed/marketed by Orion Pharma Limited through its own 

distribution channel throughout the country under Marketing & Distribution team. OPL has 22 depots as on 

December 31, 2011. 

Distribution of Products/Service 

Factory 

Central Distribution Cell 

Khulna Zone 

Bogra Zone 

Dhaka Zone 

Chittagong Zone 

Khulna 

Faridpur 

Kushtia 

Barisal 

Bgra 

Rongpur 

Rajshahi 

Dinajpur 

Nikunja 

Paltan 

Mohammadpur 

N.gonj 

Mymensingh 

Tangail 

Chittagong 

Cox's Bazar 

Sylhet 

Moulovi Bazar 

Comilla 

Chowmuhani 

Drug store/Pharmacy/Institution 

Retailer 

Figure: Distribution Channel of Orion Pharma Ltd.


Competitive condition of business: 

Existing competitive rivalry between the competitors: 

Bangladesh pharmaceutical industry is primarily based on branded generic finished formulation market, mostly 

using imported APIs (Active Pharmaceuticals Ingredient) from outside countries. The current market size of 

Bangladesh Pharmaceutical Industry is Tk. 8,962 crore with an annual growth of 17.50% and it is expected to 

grow on an average growth rate of 15% in the next 10 years. 

The market size and growth of Bangladesh pharmaceutical industry in last 3 years are depicted below: 

Source: IMS 

In Bangladesh Pharmaceutical Industry, there are about 250 licensed manufacturers of which about 170 are 

now in operation. It is reported that there are more than 450 generics with the 5,300 registered brands of 

83,000 of different dosage forms. These companies manufacture almost 98% of the local demand and the rest is 

imported as finished formulations. 

The sale of the pharmaceutical industry comes from both prescription and OTC sale. Therefore, the market 

shares of the pharmaceutical companies are expressed in two terms- one is prescription share and another is 

value share. Prescription share is the key element for the growth of any pharmaceutical company. 

The recent ranking of the companies based on prescription share are as follows: 

Ranking Company Rx Share (%) Ranking Company Rx Share (%) 

1 SQUARE 12.89 8 DRUG INT. 4.37 

2 INCEPTA 8.94 9 ESKAYEF 3.49 

3 BEXIMCO 8.34 10 ACME 3.41 

4 OPSONIN 7.44 11 ORION PHARMA 2.47 

5 RENATA 5.49 12 HEALTHCARE 2.35 

6 ACI 4.78 13 NOVARTIS 2.26 

7 ARISTOPHARMA 4.53 14 POPULAR 2.07 

15 GENERAL 1.76 

Year 2011 2010 2009 

Value (Cr.) 8,404 6,800 5,493 

Growth (%) 23.59 23.79 16.82 

Source: 4P 

The top 15 Pharmaceutical companies hold more than 75% prescription share of the total market. It can be seen 

from the data that the highest number of prescription is mainly generated by top players. 













29


The recent ranking of the companies based on value share are as follows: 

Rank Company Value (Cr.) Growth (%) Share (%) 

1 SQUARE 1,378 23.54 19.18 

2 INCEPTA PHARMA 650 32.17 9.05 

3 BEXIMCO 620 40.33 8.62 

4 OPSONIN PHARMA 355 26.09 4.94 

5 ESKAYEF 348 24.82 4.84 

6 RENATA 340 29.63 4.73 

7 ACME 319 17.34 4.44 

8 A.C.I. 293 18.81 4.08 

9 ARISTOPHARMA 286 21.63 3.99 

10 DRUG INT 270 18.18 3.75 

11 SANOFI AVENTIS 185 8.77 2.57 

12 ORION PHARMA LTD. 140 31.47 1.94 

13 GLAXOSMITHKLINE 139 10.84 1.95 

14 NOVO NORDISK 128 27.67 1.79 

15 HEALTHCARE PHARMA 126 33.20 1.75 

16 GENERAL 117 19.25 1.63 

17 SANDOZ 109 12.25 1.51 

18 POPULAR PHARMA 94 54.53 1.31 

19 NOVARTIS 94 46.01 1.30 

20 IBN SINA 93 19.49 1.29 

Source: IMS 

However, increased awareness of healthcare, increase in per capita income, emergence of private healthcare 

services and the government’s increased expenditure in this sector, together with other factors, have caused 

the demand to rise in recent years. The sector is also protected from external competition as imports are 

completely restricted for similar drugs that are manufactured locally. 













30


Threat of new market entrants 

During the last five years, some new companies come into the market with diversified dosage forms and new 

and advanced pharmaceutical technologies grabbing the existing market share and exploring the new market as 

well. It has been estimated that more than TK 156 crore has been snatched by the existing market with a 

positive growth (though growth has not yet been mentioned in IMS due to new entrant) 

Sl No. Company Yearly sales in Crore Share (%) 

1 BEACON PHARMA 49.56 0.55 

2 WHITE HORSE PHARMA 15.99 0.18 

3 RAK PHARMA LTD. 15.20 0.17 

4 MEDIMPEX 14.72 0.16 

5 SHARIF PHARMACEU. 13.08 0.15 

6 ALBION 11.27 0.13 

7 MONICOPHARMA LTD. 7.28 0.08 

8 MERCK AG 4.79 0.05 

9 JMI PHARMA 4.49 0.05 

10 UNITED CHEMICALS 3.71 0.04 

11 EVEREST PHARMA 2.66 0.03 

12 A.P.C 2.05 0.02 

13 LUNDBECK 1.88 0.02 

14 RASA PHARMA 1.84 0.02 

15 PHARMIK 1.58 0.02 

16 APOLLO 1.48 0.02 

17 SUPREME PHARMA 1.33 0.01 

18 STIEFEL 1.26 0.01 

19 DOMS ADRIAN FRANCE 0.96 0.01 

20 KUMUDINI PHARMA 0.91 0.01 

Total 156.04 1.73 

There are some potential areas which have positive growth and increasing demand in near future but still 

unexplored for Orion, such as hormonal products, Aerosal products (eg. Inhaler, Nasal spray), Anticancer drugs, 

Eye & Ear preparations, Biotechs and plasma products etc are still uncovered. To boost up our sales and growth 

we will introduce the New Pharma Park with hi-tech manufacturing facilities and adopt strategies to meet 

emerging and future challenges. 













31


Sources and availability of raw materials and the names of the principal suppliers: 

The raw materials of the Company are fully procured from aboard. The names of main suppliers are mentioned 

below: 

Sl. Name of the Suppliers Address Product 

01. Alembic Limited Alembic Road, Vadodara 390 003, India Azithromycin 

02. Natco Pharma Ltd. “Natco House”, Road No. 2, Banjara Hills, Hyderabad-500 

003, India 

Imatinib Methane 

Sulphonate 

03. BASF South East Asia 

Pte Ltd. 

7 Temasek Boulevard, 35-01 Suntec Tower One, 

Singapore 038987, Singapore 

Vitamins, 

Povodone, 

Ludipress 

04. Glenmark Generics Ltd. Glenmark House, 3 rd floor, HDO Corporate Building, A Desloratidine 

Wing, B.D. Sawant Road Chakala, Andheri (E), Mumbai- 

400 009, Maharashtra, India 

05. Fresenius Kabi Anti- 

Infectives S.r.l. 

Piazza Maestri del Lavoro, 7-20063 Cernusco Sul Naviglio- 

Milano, Italy 

Ceftriaxone, 

Cefuroxime, 

Ceftazidime 

06. BK Giulini GmbH Postfach 21 72 51, D-67072 Ludwigshafen/Rh, Germany Magaldrate 

Suspension 

07. DSM Nutritional Products 

Asia Pacific Pte Ltd. 

2 Havelock Road # 04-01, Singapore 059763, Singapore Vitamins 

08. Aurobindo Pharma Ltd. Plot No. 2, Maitrivihar, Ameerpet, Hyderabad-500 038, 

A.P. India 

09. Tianjin Jinjin 

Pharmaceutical Co. Ltd. 

10. Sri Krishna Drugs 


No. 8 of Jingfu Road, Industrial Zone of Zhangjiawo Town, 

Xiqing District, Tianjin, China 

C-4, Industrial Area, Uppal, Hyderabad-500 039, A.P., India 

Sources of and requirement for power, gas and water or any other utilities 

Cephradine, 

Ceftriaxone, 

Cefuroxime 

Spironolactone 

Tiemonium 

Power 

Source of Electricity supply is Bangladesh Power Development Board (BPDB). In addition, there are 3 (Three) 

no’s high capacity and well equipped stand by Generators each of 1288 KVA Gas Generators, 880 KVA Diesel 

Generator and 400 KVA Diesel Generator which are capable of meeting full load requirement of power supply. 

The company has its own 350 KVA Substation. 

Water 

Water supply is ensured from our own Deep- Tube well with capacity of 1, 50,000 Liter/Hour. 

Gas 

The gas required for both official and manufacturing purpose is supplied from Titas Gas Transmission & 

Distribution Company ltd. 

Customer providing 10% or more revenues 

The Company has no such customers who are contributing 10% or more of the total revenue. Instead the 

company has huge number of viable customers who are continuously contributing towards the profitability of 

the company. So the company is earning much through larger sales volume and through diversified customers. 

Description of contracts with principal suppliers/customers 

The Company has not yet entered into any such contract. 













32


Description of any material patents, trademarks, licenses or royalty agreements 

• The company has not yet entered into any such agreement. 

• The company has already applied to Department of Environment on 15-03-12 for renewal the 

certificate and will submit the same to the Commission within three working days before opening 

subscription of Initial Public Offering (IPO). 

Employees’ position as on 31-12-2011 

i) During the year there were 1972 employees employed for the full year and 910 employees less than 

the full year at a remuneration of Taka 3,000 per month and above. 

ii) At the end of the year, there were 2377 employees in the Company. 

Production capacity and current utilization 

The utilization of production capacity of the company is increasing gradually due to expansion of sales network, 

launching of new products and customer demand which has commensurate with cost control as well as efficient 

and effective measures taken by the management. Summary of monthly reduction capacity are as follows: 

Particulars 

Amount in BDT 

31.12.2011 

Amount in BDT 

31.12.2010 

Production Capacity Million in Box/ Phile 37 32 

Actual Production Million in Box/ Phile 26.41 21.21 

Capacity Utilized Million in Box/ Phile 71.37% 66.28% 













33


DESCRIPTION OF THE PROPERTY 

A) The head office and factory of the Company is located at Tejgaon Industrial Area, Dhaka. The Company 

itself owns the land and building of the office and factory at a space of 30 katha. 

B) Current Rent Receipt: Current rent receipt of 30 katha land is duly paid. 

C) The company owns the fixed assets at written down value as on 31 December, 2011. 

Written Down Value (BDT) of Property Plant & Equipment as per Audited Accounts 

Name of the Assets Consolidated as on 31 Dec, 2011 Stand alone as on 31 Dec, 

2011 

Land & Land Development 3,202,122,849 2,340,699,849 

Factory & Office Building 1,031,783,037 198,198,786 

Plant & Machinery 11,370,636,508 177,645,275 

Furniture & Fixture 28,095,179 17,839,210 

Office Equipments 35,053,201 17,124,286 

Vehicles 54,870,004 49,880,481 

Laboratory Equipments 14,798,856 14,798,856 

Medical Books & Journal 116,876 116,876 

Medical Bags 105,579 105,579 

Total 15,737,582,089 2,816,409,198 

D) All the assets of the company are in its own name. 

E) The company has 30 Katha or 49.50 decimal land which are situated at Company’s registered office and 

existing factory site, 153-154 Tejgoan I/A, Dhaka-1208, 2,537.00 decimal land at Valukha- Mymensingh, 

216.00 decimal land at Siddirganj, 1,115.63 decimal land at Narayangonj, 2,062.34 decimal land at 

Rupsha – Khulna and 11,494.63 decimal land at Anowara- Chittagong. 

F) No re-conditioned or second-hand Plant & Machinery is used by the company. 

G) The company has 29 nos. of vehicles as lease finance amounting BDT. 5, 00, 00,000/-. The lease facilities 

are taken from M/S. Phoenix Finance & Investments Limited for a period of 5 years. 

H) 30 Katha land, Office & Factory Building as well as Plant & Machineries situated at 153-154 Tejgaon I/A, 

Dhaka and also two FDR amounting Tk.20.00 crore are kept as lien against the C.C (Hypo) and C.C 

pledge at Agrani Bank Limited, WASA Corporate Branch. 

I) The description of the land of the company is furnished below in an orderly manner: 

Description of Land: 

Dhaka 

Office & factory premises: 

District 

: Dhaka 

P.S. 

: Tejgaon 

Mouza 

: Tejgaon Industrial Area 

Dalil No. : 10858 

Plot No. T.P 21/48 

Area of Land 

: 1 Bigha


District : Dhaka 

P.S. : Tejgaon 

Mouza : Tejgaon Industrial Area 

Dalil No. : 23970 

Plot No. : T.P 21/48 

Area of Land : 0.5 Bigha (10 Khata) 

Mymensingh 

District : Mymensingh 

P.S. : Valuka 

Mouza : 10 Habirbari 

Dalil No. : 4432,4318,4487,4485,4319,4484,4377,4756,4433,4923,8476,2292, 

2294,2476,2293,1911,1912,1832,9858,9859,9121,9122,8581,7247, 

11850,11851,11857, 4233, 2738, 3135, 3136, 3122, 672 

Area of Land : 2,537.00 decimal 

Chittagong 

District 

P.S. 

Mouza 

: Chittagong 

: Anowara 

: Gohira 

Dalil No. : 2104,2116,2122,2107,2097,2102,2117,2105,2121,2118,2103,2098,2123,2114,2115,2111, 

2106,2120,2100,2099,2119,2110,2113,2101,2112,2108,2109,1566,1368,1423,1372,1378, 

1422,1374,1376,1371,1365,1369,1370,1364,1375,1377,1367,1373,1363,1366, 3271, 

3270, 3269, 3272, 3273, 3274, 3276, 3275, 3268, 3277, 3278, 3279, 3280, 3281, 3282, 

3287, 3286, 3285, 3284, 3283, 3288, 3289, 3290, 3291, 3292, 3294, 3293, 3295, 3377 

Area of Land 

: 11,494.63 decimal 

Khulna 

District : Khulna 

P.S. : Rupsha 

Mouza : Jabusha 

Dalil No. : 773/11, 2048/11, 2014/11, 2019/11, 2155, 2158, 2146, 2219, 2242 

Area of Land : 2,062.34 decimal 

Siddirgoanj, Narayangonj 

District : Narayangonj 

P.S. : Siddirgonj 

Mouza : Siddirgonj 

Dalil No. : 9465,10877 

Area of Land : 216.00 decimal 

Kashipur, Fatulla, Narayangonj 

District : Narayangonj 

P.S. : Fatulla 

Mouza : Kashipur 

Dalil No. : 16698,15653,15665,15617,15348,15375,14116,13831,13467,13224,12668,12943,12578,12566, 

11763,11732,11660,11579,11908,11694,11121,11166,7871,10738,10450,10468,9326,10540, 

9006,16781,16875,16874,17361,17362,17363,17364,17368 

Area of Land : 1115.63 decimal 













35


Description of Plant and Machineries: 

Sl. 

no. 

1 

2 

3 

4 

5 

6 

7 

8 

9 

Description 

/Particulars 

Granulation Section 

Machinery 

Table Compression 

Section 

Machinery 

Liquid Section 

Machinery 

Country 

of 

origin 

Quantity 

Year of 

acquisitions 

Estimated life 

(in years) 

Sl. 

no. 

India 1 2001 20 19 

India 1 2001 20 20 

India 1 2001 20 21 

Dry Syrup Section 

Machiner y India 1 2001 20 22 

Description 

/Particulars 

High Performance 

Liquid 

Chromatography (FIPLC) 

Pharmaceuticals Quality 

Control 

Sartorius Electronic 

Basic Light 

Balance 

Gear Box for Flonga 

Machine 

Air Condition 1.5 Ton 

Windo Type 

Machine 

Automatic Film 

Coating Machine 

Moisture Analyzer 

Country 

of 

origin 

Quantity 

Year of 

acquisitions 


(in years) 

USA 1 2001 20 

Germany 4 2001 20 

Thailand 1 2001 20 

USA 1 2001 20 

Vitamin Section 

Machinery 

India 1 2001 20 23 

Thailand 1 2001 20 

Tablet Coating Section 

Switzerl 

India 1 2001 20 24 

Machinery 

and 

1 2001 20 

Tablet Filling Section 

Plain Punch and Die 

India 1 2001 20 25 

Machinery 

India 35 2001 20 

Capsule Section 

Machinery , India 1 2001 20 26 Bottle Dryer Local 2 

Cone Mixer 

Machinery 

India 1 2001 20 27 S.S "Frey Local 48 

10 Dehumidifier India 12 2001 20 28 Diesel Generator U.K. 1 2001 20 

11 Air Compressor USA 10 2001 20 29 Drill Machine China 1 2001 20 

12 

Quality Control 

Deep Tube Well German 

India 1 2001 20 30 

Equipment 

y 

1 2001 20 

Fully Automatic 

13 Capsule 

India 1 2001 20 31 Storage Steel Vasscl. Local 1 2001 20 

FillingMachine. 

14 

Buchan Fully 

South 

S.S. Double Cone 

Automatic Blister 

1 2001 20 32 

Korea; 

Blender 

Packing Machine 

Local 1 2001 20 

15 

Automatic 

Water Level Controller- 

Local 2 2001 20 33 

Dehumidifier Machine 

Deminaralised water 

India 1 2001 20 

Cad mach Double 

16 Sided Rotary 

Tabulating Machine. 

India 1 2001 20 34 S.S. Mass Mixture Local 1 2001 20 

17 

18 

Semi-Automatic 

Deblistering printing 

Machine 

Machine for Tablet/ 

Capsule recovery 

from Rejected Blister. 

"MAC" Automatic 

Carton and Label 

Printing Machine 


Dehumidifier Machine 

India 1 2001 20 35 

Local 1 2001 20 36 

Fluid Bed Dryer 

Machine 

Upper Punches, Lower 

Punches and Dies for 

Round Shaped Tablet 

India 1 

India 40 

200 

2 

200 

2 

20 

20 













36


Sl. 

no. 

Description 

/Particulars 

Country 

of 

origin 

Quantity 

Year of 

acquisitions 


(in years) 

Sl. 

no. 

Description 

/Particulars 

Country 

of 

origin 

Quantity 

50 

each 

Year of 

acquisitions 

37 Conveyor Belt Local 1 2002 20 62 UPS Local 1 2004 20 

1 


38 Mechanical Starrier India 2002 20 63 

India 1 2004 20 

Equipment 

Electronic Balance- 

1 

Electrical Precision 

39 

Chama 2002 20 64 

Local 2 2004 20 

150 kg 

Weighing Balance 

Automatic Industrial 

1 

40 

Local 2002 20 65 Autoclave Jacket Local 1 2004 20 

Voltage Stabilizer 

Punching Tool Blister 

1 


41 

Korea 2002 20 66 

India 1 2004 20 

Machine(I longa -2) 1 

Equipment 

Vial Box and Ampol 

42 Injecetable Machinery Korea 14 2003 20 67 

Local 2004 20 

Box 

Air Dryer and Line 

Videdjct Ink-jet 

43 

USA 1 2003 20 68 Filter with Clogging India 1 2004 20 

Printer 

Indicator 

44 

Blister Packing 

North 

Machine-Honga -3 Korea 

1 2003 20 69 Generator USA 1 2004 20 

45 

Purified Water 

Storage Tank 

India 5 2003 20 70 IFS for Microbiology Local 1 2004 20 

46 Automatic Dehumidifier Local 2 2003 20 71 Tool Box and Table Local 1 2004 20 

47 Blower with Motor Local 1 2003 20 72 Air Compresser Local 1 2004 20 

Machinery and 

48 

apparateus for 

Hanna PH Bench 

India 1 2003 20 73 

filtering/purified 

meter 

Local 1 2004 20 

water storage tank 

49 400 KVA Sub- Station Local 1 2003 20 74 Conveyor Belt Local 1 2004 20 

50 

Tablet Compressior 

S.S. inspecion table, 

India 1 2003 20 75 

Maching 

S.S. Table S.S. Tools 

Local 1 2004 20 

51 

52 

Parts for water 

treatment plant 

Boiler GAS line - 

Fulton 

India 1 2003 20 76 

USA 2 2003 20 77 

53 Spray Gun Thailand 2 2003 20 78 

54 

Rapid Mixer 

Granulator, Coating 

M/C, Dryer Mixer 

Emul Sifter 

India 6 2003 20 79 

Air Dryer and Line 

Filter with Auto Drain 

Trap 

Machinery and 

Equipment 

Blister Machine 

Honga-4 

Refrigerator for QC 

and Washing for 

injection plant 


(in years) 

Local 1 2004 20 

USA 1 2004 20 

South 

Korea 

2004 20 

Local 2 2004 20 

55 Vial Box & Ampol Box Local 100 2004 20 80 Air Conditioner USA 2 2005 20 

56 

Automatic Voltage 

Stabilizer 

China 1 2004 20 81 LT Switchgear Local 1 2005 20 

57 HAVC-Air controling USA 1 2004 20 82 


Dehumidifier 

Local 1 2005 20 

58 Injection Plant India 1 2004 20 83 Gas Generator Singapore 1 2005 20 

59 


Clean booth and 

India 1 2004 20 84 

Equipment 

Dispensing booth 

Malaysia 1 lot 2005 20 

60 

Air Conditioner, Axial 


Flow Fan, Air Filter, Bag 

Local 2 2004 20 85 

Dehumidifier 

Filter, Magnehelic 

Malaysia 1 lot 2005 20 

Pressure Gauge 

61 

Electrical wiring 

works 

Local 1 2004 20 86 Air Conditioner USA 2 2005 20 













37


Sl. 

no. 

Description 

/Particulars 

Country 

of 

origin 

Quantity 

Year of 

acquisitions 


(in years) 

Sl. 

no. 

Description /Particulars 

Count 

ry of 

origin 

Quantity 

Year of 

acquisitions 

87 Analytical Balance Switzerland 1 lot 2005 20 118 Water Pump Italy 1 2007 20 

88 

SS Table for Injection 

plant 

Local 7 2006 20 119 Conveyor Belt Local 1 2007 20 

89 

SS Liquid Filing 

Machine Ropp Cap 

Sealing Machine 

Local 1 2006 20 120 Compressor Installation USA 1 2007 20 

90 Air Compressor Korea 1 2006 20 121 Air Comnditioner USA 1 2007 20 

91 

Tablet Compression 

Machine 

China 1 2006 20 122 Air Comnditioner USA 2 2007 20 

92 Air Conditioner USA 2 2006 20 123 Air Comnditioner USA 1 2007 20 

93 

Spares for 

Ph.Machinery 

India 60 2006 20 124 Air Comnditioner USA 2 2007 20 

94 Vial Casale Box Local 100 2006 20 125 Generator Local 1 2007 20 

95 Cap Sealing Machine Local 2 2006 20 126 Generator Local 3 2007 20 

96 Die Punch India 1 2006 20 127 Auger Filler Canada 1 2007 20 

97 Generator Local 1 2006 20 128 Automatic "Tablet Tester USA 2 2008 20 

Germa 

98 Generator Local 3 2006 20 129 Analytical Balance 

ny 

3 2008 20 

99 HAVC Installation USA 2 2006 20 130 

Digital Weighing 

Balance 

Taiwan 1 2008 20 

Singap 

100 Dehumidifier USA 2 2006 20 131 QC Equipment HPLC 

ore 

1 2008 20 

101 Air Comnditioner USA 1 2006 20 132 4.5 KVA Online UPS (for QA) Chaina 1 2008 20 

102 Water Treatment Plant Local 1 2006 20 133 Air Conditioner Japan 2 2008 20 

103 

Automatic Capsule 

Filling Machine 

India 1 2006 20 134 Air Conditioner USA 1 2008 20 

104 Air Conditioner Japan 1 2006 20 135 Air Conditioner Japan 1 2008 20 

105 

Hot Air Bottle Dryer 

Positive Liquid Filling Local 2 2006 20 136 Generator Local 1 2008 20 

Machine 

106 Dehumidifier USA 2 2006 20 137 Submersible Pump Italy 1 2008 20 

107 

Plastic Foil Fixing 

Australi 

Local 1 2006 20 138 Deep Tube Well 

Machine 

a 

1 2008 20 

108 

Ampoule Filling 

Videojet Ink-jet printer 

India 1 2006 20 139 

Machine 

43s-10T 

Local 1set 2009 20 

109 Air Conditioner USA 1 2006 20 140 Honda Generator, Japan 2 2009 20 

110 Generator Chaina 1 2007 20 141 

Ducted Split Type Air 

Conditioner - Miller brand 

Local 

1 

2009 20 

111 

Parts for Blister 

Packing Machine- Local 1 2007 20 142 

88 KVA Diesel Generator 

Set with EG Brand Local 1 2009 20 

1 longa-4 

Canopy & EG Auto Load 

112 WFI Storage Tank China 1 2007 20 143 

Lower Sealing Plate 

(Track-05) for Blister Local 2009 20 

packing machine 

1 

113 Peristaltic Pump England 1 2007 20 144 Oxygen Detector of Oxy meter Local 1 2009 20 

114 

Vacuum Emulsifying 

System 

China 1 2007 20 145 Honda Generator Japan 2 2009 20 

115 Submersible Pump Germany 1 2007 20 146 General Brand Split Type A/C Local 2 2009 20 

116 

Automatic "Tube Filling 

and Closing Machine 

Italy 1 2007 20 147 Split Type Air Cooler China 1 2009 20 

117 Air Comnditioner USA 1 2007 20 148 Honda Generator Japan 1 2010 20 


(in years) 













38


Sl. 

no. 


Country 

of 

origin 

Quantity 

Year of 

acquisitions 


(in years) 

Sl. 

no. 


Countr 

y of 

origin 

Quantity 

Year of 

acquisitions 

149 Air Compressor Head Korea 1 2010 20 169 

Sartorius Electronic Germa 

Weighing Balance 

ny 

7 2011 20 

150 

Inline Homogenizer 20HP 

"American Aire" Brand 

Local 2 2010 20 170 with 50 ltr. Hopper with 

Split Type A/C 

valve non FLP 

India 1 2011 20 

151 

Atlas Copco Make Air 

7.5 H.P. Pedrollo Water 

Italy 1 2010 20 171 Cooled Rotary Type 

Pump 

Screw Air Compressor 

China 1 2011 20 

152 General Brand A/C Local 4 2010 20 172 

Air Cooled Refrigeration 

Type Air Dryer 

China 1 2011 20 

153 General Brand A/C Local 1 2010 20 173 Filter with Auto Drain China 4 2011 20 

154 General Brand A/C Local 3 2010 20 174 Walton Freeze Local 1 2011 20 

155 Hitachi Ink jet Printer Japan 1 2010 20 175 Split wall Type A/C Local 1 2011 20 

156 

157 

500 KVA (Prime rated) 

Diesel Generating Set, 

Engine: Perkins 

400 KVA (Prime 

rated)Diesel Generating 

Set, Engine: Volvo 

Electrical Cable for New 

Diesel Generator 

UK 1 2010 20 176 Split Duct Type A/C Local 1 2011 20 

UK 1 2010 20 177 

Ducted Split Type Air 

Conditioners 


(in years) 

Malays 

ia 

1 2011 20 

158 

Local 630 2010 20 178 

"BRCO" Brand 

Dehumidifer 

Local 1 2011 20 

159 H T Cable (XLPE) Local 48 2010 20 179 Window Air Conditioner Local 1 2011 20 

160 N2SY (XLPE) Local 329.5 2010 20 180 Split wall Type A/C Local 1 2011 20 

161 

Deep Tube well 16'' *8'' 

"American Aire" Brand 

Local 1 2010 20 181 *400"(400mm *200mm 

Cassette Type A/C 

*120m) 

Local 1 2011 20 

162 

163 

General Brand Split 

Ciling Type A/C 

PM Kit for 515 HPLC 

Pump 

164 UV Lamp 

165 

166 

167 

168 

SS Variable Speed Drive 

Conveyor Belt 

Aquarius stand alone 

UV Variable 

Spectrophtometer 

Markmem Imaje Inject 

Printer 

PMS High Speed Mixer 

Granulator with Wet 

Granulator 

Local 1 2010 20 182 

USA 1 2010 20 183 

German 

y 

1set 2010 20 184 

Local 1 2010 20 185 

Local 1 2010 20 186 

Local 1 2010 20 187 

Thiland 1 2011 20 188 

Rotary Bottle Washing 

Machine 

"Saiver" Air Holding units 

and Condensing units 

Semi Automatic Self 

Adehesive Labeling 

Machine 

Automatic Sticker 

Labaling Machine 

Semi Automatic Empty 

Bottle Cleaning Device 

with compressed air 

and Vacuum 

arrangement 

General Brand A/C Split 

& Window Type 

80 KVA (Proem)Diesel 

Generator 

India 1 2011 20 

Malays 

ia 

1 2011 20 

China 1 2011 20 

India 1 2011 20 

1 2011 20 

Local 6 2011 20 

UK 1 2011 20 













39


PLAN OF OPERATION AND DISCUSSION OF FINANCIAL CONDITION 

Internal and external sources of cash of OPL: 

Internal Sources: 

(Amount in Taka) 

2011 2010 2009 

Particulars Consolidated Stand Alone Consolidated Stand Alone Stand Alone 

Share Capital 1,550,000,000 1,550,000,000 1,550,000,000 1,550,000,000 100,000,000 

Share Money Deposit - - - - 200,000,000 

Share Premium 6,547,500,000 6,547,500,000 6,547,500,000 6,547,500,000 - 

Reserve 2,788,227,130 1,840,630,151 427,670,068 427,670,068 464,678,646 

Retained Earnings 1,029,634,092 801,602,533 303,304,334 412,133,561 65,374,763 

(Cumulative) 

Total 11,915,361,222 10,739,732,684 8,828,474,402 8,937,303,629 830,053,409 

External Sources: 


Particulars 31 Dec, 2011 2010 2009 

Consolidated Stand Alone Consolidated Stand Alone Stand Alone 

Long Term Loan 7,955,824,165 - 286,672,515 

Short Term Loan 452,699,675 426,465,591 158,755,580 158,755,580 171,913,675 

Total 8,408,523,840 426,465,591 158,755,580 158,755,580 458,586,190 

Material commitments for capital expenditure made by OPL: 

The Orion Pharma Limited has not made any material commitment for capital expenditure except uses of IPO 

Proceeds. 

Material changes from period to period of OPL: 

Causes of any material changes in income, cost of goods sold, other operating expenses and net income are 

furnished as follows: 

Orion Pharma Limited: 

(As per Audited Accounts) 

Particulars 31.12.2011 31.12.2010 31.12.2009 

Consolidated Stand Alone Consolidated Stand Alone Stand Alone 

Sales 7,026,328,683 1,762,593,863 1,412,002,352 1,412,002,352 967,263,054 

Cost of goods sold 4,940,542,757 742,176,261 612,523,007 612,523,007 458,332,252 

Gross Profit 2,085,785,926 1,020,417,602 799,479,345 799,479,345 508,930,802 

Operating profit 1,466,987,499 466,390,633 357,021,668 357,021,668 150,812,059 

Profit from business 883,917,259 437,089,875 326,147,948 326,976,443 107,416,096 

Other income 443,847,578 443,511,407 143,504,348 140,704,348 9,287,500 

Net Profit before Tax 1,327,764,837 880,601,282 469,652,296 467,680,791 116,703,596 

WPPF 42,665,576 42,665,576 9,762,417 9,762,417 

Provision for Income 318,150,519 317,550,519 141,663,083 141,103,083 30,000,000 

Tax 

Net Profit after tax 966,948,743 520,385,188 318,226,796 316,815,291 86,703,596 

The net profit of the OPL has been increased by 206.46 % in comparison with 2010 due to the extensive revenue 

earned from its subsidiaries namely IEL Consortium & Associates Ltd. and Dutch Bangla Power & Associates 

Ltd.which has started its commercial operation on 8 th May,2011 and 21 st July,2011 respectively.


Internal Sources of Cash 

Internal and External sources of cash of the subsidiaries of OPL: 

1. Orion Holdings Limited: 

Particular 2011 2010 

Share Capital 100,000,000 100,000,000 

Share Money Deposit - - 

Share Premium - - 

Reserve - - 

Retained Earnings 4,040,662 1,692,100 

Total 104,040,662 101,692,100 

External Sources of Cash: 


Long Term Loan - - 

Short Term Loan - - 

Total 

Material Changes from period to period: 

Particulars 2011 2010 

Sales - - 

Cost of Goods Sold - - 

Gross Profit - - 

Operating Profit 3,000,000 2,800,000 

Profit from Business - - 

Other Income(Dividend) 3,000,000 2,800,000 

Net Profit Before Tax 2,948,562 2,252,100 

WPPF - - 

Provision for Income Tax 600,000 560,000 

Net Profit After Tax 2,348,562 1,692,100 

2. Integral Energy Limited 

Internal Sources of Cash: 


Share Capital 30,000,000 30,000,000 

Share Money Deposit - 2,800,000 


Reserve - - 

Retained Earnings (333,747) (280,595) 

Total 29,666,253 32,519,405 



Long Term Loan - - 

Short Term Loan - - 

Total - - 













41



Particulars 2011 2010 

Sales - - 

Cost of Goods Sold - - 


Operating Profit - - 

Profit from Business - - 

Other Income - - 

Net Profit Before Tax (53,152) (280,595) 

WPPF - - 

Provision for Income Tax - - 

Net Profit After Tax (53,152) (280,595) 

3. Dutch Bangla Power & Associates Limited 


Particular 2011 

Share Capital 100,000,000 

Share Money Deposit 400,000,000 

Share Premium - 

Reserve - 

Retained Earnings 182,988,769 

Total 682,988,769 



Long Term Loan 3,203,389,600 

Short Term Loan 26,234,084 

Total 3,229,623,684 


Particulars 2011 

Sales 1,102,490,888 

Cost of Goods Sold (835,264,640) 

Gross Profit 267,226,248 

Operating Profit - 

Profit from Business - 

Other Income 100,000 

Net Profit Before Tax 109,307,092 

WPPF - 

Provision for Income Tax - 

Net Profit After Tax 109,307,092 

4. IEL Consortium & Associates Limited 



Share Capital 1,500,000,000 

Share Money Deposit - 


Reserve - 

Retained Earnings 364,973,944 

Total 1,864,973,944 













42




Long Term Loan 3,018,539,029 

Short Term Loan 521,776,969 

Total 3,540,315,998 



Sales 927,296,384 

Cost of Goods Sold (700,078,517) 

Gross Profit 227,217,867 

Operating Profit 186,477,888 


Other Income - 

Net Profit Before Tax 61,129,114 

WPPF - 



5. Orion Bio Care Limited 






Reserve - 

Retained Earnings (841,244) 

Total 49,158,756 



Long Term Loan - 

Short Term Loan - 

Total - 



Sales - 

Cost of Goods Sold - 

Gross Profit - 

Operating Profit (846,921) 


Other Income 5,677 

Net Profit Before Tax (841,244) 

WPPF - 


Net Profit After Tax (841,244) 













43


6. Orion Natural Care Limited 






Reserve - 

Retained Earnings (1,811,276) 

Total 8,188,724 





Total - 



Sales - 



Operating Profit (1,811,754) 

Profit from Business 

Other Income 478 

Net Profit Before Tax (1,811,276) 

WPPF - 


Net Profit After Tax (1,811,276) 

7. Orion Agro Products Limited 




Share Money Deposit 162,148,500 


Reserve 220,544,480 


Total 480,874,763 



Long Term Loan 351,557,759 


Total 351,557,759 













44




Sales - 



Operating Profit (1,354,179) 


Other Income 220,544,480 

Net Profit Before Tax (1,818,217) 

WPPF - 




8.Orion Capital Limited 





Reserve - 


Total 99,797,827 





Total - 



Sales - 



Operating Profit - 


Other Income - 

Net Profit Before Tax (202,173) 

WPPF - 


Net Profit After Tax (202,173) 

Seasonal aspect of business 

Our economy is growing and booming in Pharmaceutical sector, hence no seasonal impact on the products / 

service of the company directly. However, as during the monsoon season, the market become slows down, as a 

result, it consequently affects the sales/ handover of the company during that period but gets compensated in 

post- monsoon boom. 













45


Known Trends, Events or Uncertainties 

The Company enjoying significant market shares in the Pharma sector of Bangladesh. The increase in market 

share is due to the Products quality, professional expertise, and unrelenting pursuit of excellence. However 

uncertainties may arise from government policy, increased competition, natural calamities and political unrest. 

Changes in the assets of the company used to pay off any liabilities 

No asset of the Company has been disposed to pay off the liabilities of the company. 

Loans taken or given by the company either from or to its holding/parent or subsidiary company 

No such loan was taken or given from or to its holding/parent or subsidiary company of Orion Pharma Limited. 

Future contractual liabilities 

The company has no plan to enter into any contractual liabilities within next one year other than the normal 

course of business. 

Future capital expenditure 

There is no plan for future capital Expenditure except uses of IPO Proceeds. 

Vat, income tax, customs duty or other tax liability 

VAT: The National Board of Revenue (NBR) made 3 (three) claims against the Orion Pharma Ltd. (Previously 

known as Orion Laboratories Ltd.) for the amount of Tk. 40, 06,769.00, TK. 2, 93, 84,063.96 and TK. 2, 

78,11,914.00 only. Orion Pharma Ltd. has filed 3(three) Writ Petitions against the first two claims before the 

Hon’ble High Court Division of the Supreme Court of Bangladesh, which were numbered as Writ Petition No. 

2821 of 1997 and Writ Petition No. 4304 of 2002 respectively. Against the third claim National Board of 

Revenue, Orion Pharma Limited filed an appeal before the Commissionerrate of Appeal, Customs, Excise and 

VAT, Zonal Office, Gulfesha Plaza, Mogbazar and the company also has given a open Bank Guarantee( No- 

002BG002111, Social Islami Bank Limited, Principal Branch, Motijheel, Dhaka- 1000) . All the aforesaid cases are 

now pending before the respective authority. 

Customs duty & other liabilities: There are no outstanding dues on accounts of customs duty or other tax 

liabilities of the company. 

Income Tax: 

Income Assessment Amount of Tax 

Status 

year Year 

Liability 

2010 2011-2012 Income Tax Return of The company has been submitted on 

05.04.2012 and assessment is under process. 

2009 2010-2011 30,000,000 As per certificate of Deputy Commissioner of Taxes, Companies Circle-9, 

Zone-3, Dhaka, assessment completed and appeal is under process. 

2008 2009-2010 No provision was 

made due to 

previous loss setoff. 

2007 2008-2009 No provision was 

made due to 

accumulated loss 

As per certificate of Deputy Commissioner of Taxes, Companies 

Circle-9, Zone-3, Dhaka, assessment completed and appeal is under 

process. 

As per certificate of Deputy Commissioner of Taxes, Companies 

Circle 9, Zone-3, Dhaka, Dated on 01.9.2009, assessment 

completed. 

2006 2007-2008 Do As per certificate of Deputy Commissioner of Taxes, Companies 

Circle-9, Zone-3, Dhaka, assessment completed. 

2005 2006-2007 Do As per certificate of Deputy Commissioner of Taxes, Companies 

Circle-9, Zone-3, Dhaka, assessment completed & Finalized. 













46


Sources from which VAT & Taxes etc. are paid 

Vat & Taxes is being paid from ordinary business resources. 

Operating lease agreement during the last five years 

The company has established its own Head Office and Various Depots on leased accommodation. Relevant 

information on the operating lease agreement with the landlord is as follows: 

Sl. 

No. 

Particulars of leased premises 

01. Shamoly House # 18, Road # 13, 

Zoarshahara, Nikunja-2, Dhaka-1229. 

02. 49/1/A, Purana Paltan Lane, Paltan, 

Dhaka-1000. 

03. House # 36, Road # 04, Shamoli, 

Mohammadpur, Dhaka- 1207. 

Area in 

sft. 

Period of 

lease 

Ground Jul 2010 - 

Floor Jun 2015 

and 1 st 

2425 Oct 2010 - 

Sep 2013 

2700 April 2011 - 

March 2013 

04. 

05. 

“Habib Vila”, North Masdair, 

Narayangonj. 

Al-Helal Holding, no- 94/B, D B Road, 

3900 

1300 

Jun 2010 - 

May 2015 

Sep 2011 - 

Shehora, Mymensingh. 

Apr 2016 

06. Holding # 362, Biswas Betka, Dhaka 5640 Oct 2011 - 

Road, Tangail. 

Sep 2013, 

07. 135, Housing State, Amberkhana, 4400 Jan Oct 2011 2009- - 

Sylhet. 

Dec 2012 

08. “Ahmed Vila”, Holding # 361/1, Word 6165 Jul 2009 - 

# 03, Wapda Road, Moulovibazar. 

Jun 2012 

09. 95, Gagon Babu Road, Khulna. 5240 July 2010 - 

Jun 2015 

10. 95, Gagon Babu Road, Khulna. 1400 Jul 2010 - 

Jun 2015 

11. Holding # 31/2, Purna Chandra Lahini 2785 Sep 2008 - 

Lane, Kata Para, kustia. 

Aug 2011, 

Sep 2011- 

Aug 2013 

12. “KARNAB” Holding # 14, Purba 

Khabashpur, Launch Ghat Road, 

Faridpur. 

13 “KARNAB” Holding # 14, Purba 


Faridpur. 

14 “KARNAB” Holding # 14, Purba 


15. 

Faridpur. 

“Lacin Bhaban”, 121-124, Alekanda 

Sarak, Bangla Bazar, Barisal. 

4200 Jan 2011- 

May 2016, 

Jan 2006 - 

May 2011 

1400 Jan 2010 - 

May 2011 

2800 Jan 2008 – 

Dec 2012 

4030 Jan 2008 - 

Dec 2012 

Rent 

per sft. 

In Tk. 

Monthly 

Amount 

In Tk. 

Amount 

During 

2011 in Tk. 

16.25 39,000 468,000 

26.00 63,050 756,600 

36.66 99,000x9m 

64,200x1m 

60,000x2m 

891,000 

64,200 

120,000 

12.31 48,000 576,000 

12.30 16,000x4m 

30,000 x8m 

5.32 30,000x3m 

22,000x9m 

64,000 

240,000 

90,000 

198,000 

7.27 32,000 384,000 

4.06 25,000 300,000 

2.81 14,700 176,400 

4.28 6000 72,000 

5.39 15,000x8m 

16,500x4m 

6.43 27,000x 7m 

13,000x 5m 

120,000 

66,000 

189,000 

65,000 

5.71 8,000x5m 40,000 

4.59 18,500 

4.59 18,500x12m 222,000 













47


Sl. 

No. 

Particulars of leased premises 

16. “Lacin Bhaban”, 121-124, Alekanda 

17. Sarak, 1005/10, Bangla East Bazar, Basirabad, Barisal. Sofder Ali 

Coloni, CDA Avenue, Chittgagong. 

Area in 

sft. 

Period 

lease 

of 

400 Nov 10 - Dec 

6932 Aug 12 2009 - 

Dec 2011 

Rent 

per sft. 

In Tk. 

Monthly 

Amount 

In Tk. 

Amount 

During 

2011 in Tk. 

07.50 3000x12m 36,000 

9.23 64,000 768,000 

18. Holding # 1283, Tekpara Kalur Dokan 

(Pahartoli Road), Cox’s Bazar. 

19. “Selina Bhaban”, Holding # 147, East 

Bazar, Feni Road, Chowmohuni. 

20 “Selina Bhaban”, Holding # 147, East 

Bazar, Feni Road, Chowmohuni. 

21. “Borhan Lodge” Holding # 739, South 

West Talpukurpar, Kotwali, Cumilla. 

22. “Borhan Lodge” Holding # 739, South 

West Talpukurpar, Kotwali, Cumilla. 

23. CS Plot- 1087, 1095 (part), Th.118, 

Kh.3174, Than Tania, Bogra. 

24. House # 189, Sector # 02, Upashahar, 

Housing Estate, Rajshahi. 

25. “Alima Bezab”, House # 159, PRI 

Road, Kotki Para, Dhap, Rangpur. 

26. “Ruhul Plaza”, New Town, Block # 07, 

Plot # VII/24, Housing Estate, 

27. Dinajpur. “Amirunnesa Wife Trust, 1327, 

Tejgaon I/A, Dhaka - 1208 

28. Godown, House -12, Block-J , Road - 

18, Banani, Dhaka-1213 

5100 Apr 2007 - 

Mar 2012 

1100 Jun 2011 - 

Oct 2014 

3300 Jun 2011 - 

Oct 2014 

4170 Aug 2009 - 

Jul 2013 

660 Jan 2010 - 

July 2013 

4740 Dec 2009 - 

Nov 2011, 

Dec 2011- 

Nov 2015 

4400 Oct 2009 - 

Sep 2011, 

Oct 2011- 

Sep 2013 

9169 Nov 2009 - 

Oct 2014 

4200 Feb 2009 - 

Jan 2012 

5.88 30,000 360,000 

8.18 9,000x7m 63,000 

8.18 27,000x12m 324,000 

7.67 32,000 384,000 

9.09 6000 72,000 

4.22 20,000x11m 

26,000x1m 

4.77 21,000x9m 

24,150x3m 

220,000 

26,000 

189,000 

72,450 

2.29 21,000 252,000 

2.29 14,000x12m 168,000 

13,000 362,500x2m 725,000 

Aug 2011- 

July 2013 

50,000x12m 600,000 

29. Security Guard House 24,500x5m 

28,000x7m 

122,500 

196,000 

Total 9,680,150 

Less: Intercompany Transaction (Orion Infusion Limited) (3,986,325)* 

Total House Rent Charged to Orion Pharma Limited 5,693,825 

*The depots of the company in and outside Dhaka are used by Orion Pharma Limited and Orion Infusion 

Limited. According to the usage of the depot, BDT 3,986,325/- is charged in the account of Orion Infusion 

Limited, the associate company of Orion Pharma Limited. 













48


Financial and Lease Commitment 

a) No long term loan with due at the end of Dec-2011. 

b) Financial Commitment (Short Term) 

Bank Limit of Loan (Tk.) Rate of Interest (%) Outstanding Balance as 

of 31 Dec, 2011 

LIM, Agrani Bank (WASA 

- 15% 46,082,691 

Branch, Dhaka) 

Cash Credit (H)- 48, Agrani 

35,00,00,000 15% 258,301,943 

Bank (WASA Branch, Dhaka) 

Cash Credit (P)- 527, Agrani 

80,000,000 14% 60,018,9446 

Bank (WASA Branch, Dhaka) 

Total 364,403,578 

c) Lease Commitment 

Orion Pharma Limited entered into the following lease commitment during the last five years. The status and 

outstanding as on 31 st Dec 2011 are presented below: 

Name of 

institution 

Type of 

loan 

Sanctioned 

Amount (Tk.) 

Sanction 

Date 

Amount of 

Monthly 

installment 

Yearly Lease 

Payment 

During 2011 

Phoenix Finance Car 1,50,00,000 14-06-2010 3,44,597 4,135,164 

Ltd. 

Loan 

Phoenix Finance Car 3,50,00,000 24-08-2010 7,61,508 8,686,351* 

Ltd. 

Loan 

Total 12,821,515** 

*This figure is for nine (9) installments and it also includes a service charge of BDT 1,832,779/- during 2011. 

** The total yearly lease payment during 2011 is BDT 12,821,515/- but BDT 2,769,347/- is charged to the 

Sister Concern due to the respective use of this vehicle. 

Personnel related scheme 

ORION GROUP, one of the leading business conglomerates of the country always prioritizes its Human 

Resources, as its success immensely depends upon performance of its more than 5000 patrons. With the view 

to go forward by retaining the resource, Orion always offers inspiring propositions along with a classic working 

environment. Brief of some of the propositions are mentioned below: 

A. Regular offerings 

Sl. Proposition Proposition in Brief 

1 Structured salary package Includes Basic Salary, House Rent, Medical, Conveyance, Utility & 

other allowances 

2 Lunch facilities With nominal employee contribution 

3 Transport facilities Bus service available In different routes with nominal employee 

contribution 

4 Vehicle facilities Full time car facility available for senior officials according to set 

policy 

5 Mobile connection & bill 

reimbursement 

Mobile set and bills/allowances are granted as per set policy 

6 Medicine facility At a discount, officials may receive medicines 

7 Structured leave management According to Leave policy set by laws of the country 

8 Other allowances (Case to case Special Allowances, Field Allowances, In-Charge Allowances, Risk 

basis and under specified Allowances, City Allowances, Laundry Allowances and many other 

grounds) 













49


B. Long termed offerings 


1 Gratuity Entitlement after 05 years of service 

2 Contributory Provident Fund According to a set policy and under a trustee board 

3 Group Insurance As per set policy 

C. Periodical/ Timed offerings 


1 Festival Allowances 2 festival allowances offered according to set policy 

2 Earn Leave Encashment Earn Leave en-cashed according to a comprehensive policy 

3 Performance Bonus Once in a year 

4 Employee Welfare Fund Financial assistance granted by a welfare policy 

5 Annual Appraisal With very high growth rate 

6 Training participation For continuous development, participation arranged at home & abroad 

Along with the above offerings, its Human Resources Department is always engaged in finding even better 

benefit propositions for its valued human resources and decorating the organization to be regarded as one of 

the supreme in its passion. 













50


Breakdown of estimated expenses for IPO: 

Particulars Rate Amount in Tk. 

Manager to the issue fees Lump Sump 2,000,000.00 

Vat on Issue Fees 90,000.00 

Listing Related Expenses: 

Service Charge for DSE Fixed 5,000.00 

*Annual Fee for DSE & CSE 200,000.00 

Listing Fees for Stock Exchanges (DSE 

& CSE) 

@ 0.25% on up to Taka 10 crore of 

paid-up capital. 

& 0.15% on the balance amount (Max 

Tk. 20.00 lac) each. 

4,000,000.00 

SEC Fees 

Application Fee Fixed 10,000.00 

Consent Fee 

@ 0.15% on the public offering 

amount 3,600,000.00 

IPO Commission: 

Underwriting Commission 0.50% on the underwritten amount 6,000,000.00 

CDBL Fees and Expenses: 

**Security Deposit of Eligible 

Securities Fixed 500,000.00 

Documentation Fee As actual 2,500.00 

***Annual Fee As actual 100,000.00 

Issue Fee 0.00025 on the public offer 600,000.00 

Connection Fee As actual 6,000.00 

IPO Commission: 

Bankers to the issue Commission @ 0.1% on collected amount 4,800,000.00 

(Assuming 2 times oversubscribed) 

3% Tax on Premium 60,000,000.00 

Publication of Abridge Version Estimated 600,000.00 

of Prospectus 

Printing of Prospectus Estimated 500,000.00 

Printing of Application Forms Estimated 200,000.00 

Fee for Conduction of Lottery 700,000.00 

Post Issue Expenses: 

Data Collection, Data Entry, Data 

Processing and other related job 

Printing of Allotment Letters and Estimated 8,800,000.00 

Refund Warrant 

Distribution of Allotment Letter and 

Refund Warrant (including courier) 

Publication of Notice Estimated 200,000.00 

Miscellaneous Estimated 100,000.00 

Total 93,013,500.00 

NB: The cost of the above mentioned IPO expenses may vary on the Issue Size, Premium, Deposit of 

Application, Printing and others. 













51


Revaluation of the Company’s asset and summaries thereof: 

The revaluation of the company’s asset was made on 31 st December, 2008 by S.F Ahmed & Co., chartered 

accountants, a technical assistance firm of Ernst & Young International, Inc of New York, USA in Bangladesh, the 

independent Valuer not related to the company. S.F Ahmed & Co. is members of the Institute of Chartered 

Accountants (ICAB) and they have appropriate qualifications and experience in the valuation of the properties in 

the relevant locations. The valuation, which confirms to International Valuation Standards, was arrived at by 

reference to market evidence of transaction prices for similar properties. 

Summary of Revaluation: The Company made revaluation of the company’s land and land developments, 

factory and office building, and plant and machinery during 2008 to reflect fair value thereof in terms 

depreciated current cost thereof details of which are as follows: 

(As per audited accounts) 

Sl. 

# 

Particulars of 

the asset 

1 Land & land 

Developments 

2 Factory & 

Office Building 

3 Plant & 

Machinery 

4 Other Fixed 

Assets 


Valuer 

S.F Ahmed & Co. 

(statutory auditor 

at that year was 

M.A Malek 

Siddiqui Wali & 

Co.) 

Qualificat Date of 

ion of the Revaluation 

Valuer 

Chartered 

Accounts 

31/12/2008 

The carrying 

amount of the 

asset 

Value of 

assets after 

revaluation 

Revaluation 

Surplus 

16,871,397 297,000,000 280,128,603 

22,909,547 176,197,439 153,287,892 

70,293,533 125,106,404 54,812,871 

38,968,457 38,968,457 - 

Total 129,042,934 637,272,300 488,229,366 

Subsequent Revaluation: The subsequent revaluation of the company’s & its 3 Subsidiaries Company’s asset 

were made on 31 st December, 2011 by Syful Shamsul Alam & Co., Chartered Accountants, the independent 

Valuer not related to the company. Syful Shamsul Alam & Co is members of the Institute of Chartered 

Accountants (ICAB) and they have appropriate qualifications and experience in the valuation of the properties in 

the relevant locations. The valuation, which confirms to International Valuation Standards, was arrived at by 

reference to market evidence of transaction prices for similar properties. 

Particulars of the 

assets 

1. Land and 

Land 

development 

2. Factory and 

Office 

Building 

3. 

Plant and 

Machinery 

Name of 

the 

Valuer 

Syful 

Shamsul 

Alam & 

Co. 

(Statutory 

auditor at 

that year 

S.F. 

Ahmed & 

Co.) 

Qualification 

of the Valuer 

Chartered 

Accountants 

Date of 

Revaluation 

31 

December 

2011 

The carrying 

amount of 

Assets 

Value of 

Assets after 

revaluation 

Revaluation 

Surplus 

1,167,752,249 2,340,699,850 1,172,947,601 

144,440,015 198,198,786 53,758,771 

130,512,146 177,645,275 47,133,129 

1,442,704,410 2,716,543,911 1,273,839,501 













52


Revaluation Summary of Subsidiaries 

IEL Consortium and Associates Ltd. 


the assets 

1. Factory 

and Office 

Building 

2. Plant and 

Machinery 

Name of 

the Valuer 

Syful Shamsul 

Alam & Co. 



that year S.F. 

Ahmed & 

Co.) 

Qualification Date of 

of the Valuer Revaluation 

Chartered 

Accountants 

31 

December 

2011 

The carrying 

amount of 

Assets 

Value of 

Assets after 

revaluation 

Revaluation 

Surplus 

437,953,979 454,501,694 16,547,715 

5,092,577,451 5,361,643,867 269,066,416 

5,530,531,430 5,816,145,561 285,614,131 

Dutch Bangla Power and Associates Ltd. 

Name of 



assets 

Valuer 

1. Land and 

Land 

development 


Office 

Building 

3. Plant and 

Machinery 

Syful 

Shamsul 

Alam & Co. 



that year 

S.F. Ahmed 

& Co.) 

Qualification 


Chartered 

Accountants 

Date of 

Revaluation 

31 

December 

2011 

The carrying 

amount of 

Assets 

Value of 

Assets after 

revaluation 

Revaluation 

Surplus 

240,343,328 541,290,000 300,946,672 

371,642,950 379,082,557 7,439,607 

5,221,749,744 5,282,979,036 61,229,292 

5,833,736,022 6,203,351,593 415,469,265 

Orion Agro Product Ltd. 


assets 

1. 

Land and 

Land 

development 


Valuer 

Syful Shamsul 

Alam & Co. 


auditor at that 

year Habib 

Sarwar & Co.) 

Qualification 


Chartered 

Accountants 

Date of 

Revaluation 

31 

December 

2011 

The 

carrying 

amount of 

Assets 

Value of 

Assets 

after 

revaluation 

Revaluation 

Surplus 

220,544,480 320,133,000 99,588,520 

220,544,480 320,133,000 99,588,520 

The increase in the carrying amount of revalued assets is recognized in the separate component of 

shareholders’ equity under the head “Revaluation Surplus”. 

Other Fixed Assets were kept outside the scope of the revaluation works. These are expected to be realizable at 

written down value (WDV) thereof mentioned in the balance sheet of the company. 

Reasons for Valuation: The valuation has been made to reflect fair value of the Lands, Buildings, Plant and 

Machinery of the Company. 













53


Work done to date by the Valuer: The above survey company (S.F Ahmed & Co.) has rendered valuation 

services to the dozens of clients among which the names of following companies are mentioned below: 

Name of the Company 

1. GMG Airlines Limited (GMG). 14. Bangladesh Machine Tools Factory, Gazipur 

2. Unique Hotel & Resorts Limited, Dhaka 15. Dhaka Water Supply and Sewerage Authority 

(DWASA), Dhaka 

3. Bangladesh Services Limited, Dhaka 16. Jalalabad Gas Transmission 

4. Bangladesh Industrial Agricultural Investment 

Company Ltd. (SABINCO) 

17. Distribution Systems Limited 

5. Olympic Industries Limited, Dhaka 18. Sylhet Gas Fields Limited 

6. Rahimafrooz Ltd. Dhaka 19. Bakhrabad Gas Systems Limited. 

7. Bangladesh Shipping Corporation 20. Bangladesh Bank, Dhaka 

8. Bangladesh Biman Corporation 21. Matchpoint Limited, Singapore 

9. Bangladesh Telegraph and Telephone Board 

(BTTB), Dhaka 

22. Sonali Bank Limited, Dhaka 

10. National Telecom Ltd. Dhaka 23. Investment Corporation of Bangladesh, Dhaka 

11. Bangladesh Shilpa Rin Sangstha (BSRS) and 

Bangladesh Shilpa Bank (BSB) 

12. Bangladesh power Development Board (BPDB), 

Dhaka 

13. Jamuna Multipurpose Bridge Authority (JMBA), 

Bangladesh 

24. Bashundhara Group of Companies 

25. Portlink Logistics Limited 

26. Biman Bangladesh Airlines Limited. 

Work done to date by the Valuer: The above subsequent survey company (M/S. Syful Shamsul Alam & Co.) has 

rendered valuation services to the dozens of clients among which the names of following companies are 

mentioned below: 

1. Doreen Power House & Technologies Co. Limited 

2. Northern Agricultural & Industrial Co. Limited 

3. Himadri Limited 

4. Rabeya Flour Mills Limited 

5. Ananda Shipyard and Slipways Limited 













54


Name of 


Company 

Orion 

Infusion 

Ltd. 


Holding 

Ltd. 

Integral 

Energy 

Ltd. 

Dutch 

Bangla 

Power & 

Associates 

Ltd. 

Transaction between associate, holding and subsidiaries companies with the issuer 

The Transaction between Holding/subsidiary/associate Company and the Issuer within the 5 years Transaction 

has been made during last five years with such companies as follows: 

Relatio 

nship 

Associ 

ates 

Subsidi 

ary 

Subsidi 

ary 

Subsidi 

ary 

Nature of 

Transaction 2007 2008 2009 2010 

2011 Issuer 

Status 

Transaction Opening Transaction Closing 

Investment 74,300,000 74,300,000 44300000 44,300,000 44,300,000 44,300,000 Creditor 

Current Account 30,906,345 (3,368,272) (472,242) (221,530,640) 266,127,516 40,083,608 226,043,908 Creditor 

Investment - - 99600000 99,600,000 99,600,000 - 99,600,000 Creditor 

Current Account - 30,836,565 30,836,565 Creditor 

Investment - - - 21,000,000 21,000,000 - 21,000,000 Creditor 

Current Account - - - - - 3,327,124 3,327,124 Creditor 

Share Money 

Deposit 

- - - 2,800,000 2,800,000 (2,800,000) - Creditor 

Investment - - - 1,125,000 1,125,000 65,875,000 67,000,000 Creditor 

Share Money - - - - - 280,000,000 280,000,000 Creditor 

Deposit 

Current Account - - - - - 1,343,712,869 1,343,712,869 Creditor 

Interest Bearing - - - 1,374,234,854 1,374,234,854 (1,374,234,854) - Creditor 

Investment 

Orion Biocare 

Ltd. 


Natural 

care Ltd. 

Bon 

Consortiu 

m power 

Company 

Ltd 


Hospital 

Projects 

Subsidi 

ary 

Subsidi 

ary 

Comm 

on 

Directo 

r/Shar 

eholde 

rs 

Comm 

on 


r/Shar 

eholde 

rs 

IEL Subsidi 

Consortiu ary 

m & 

Associates 

Ltd. 


Agro 

Product 

Ltd. 


Capital 

Ltd. 

Digital 

Power & 

Associates 

Ltd. 

Consortiu 

m of 

BAJVL & 

Associates 

Ltd. 

Subsidi 

ary 

Subsidi 

ary 

Comm 

on 


r/Shar 

eholde 

rs 

Comm 

on 


r/Shar 

eholde 

rs 

Investment - - - - - 495,000,000 495,000,000 Creditor 




Share Money 

Deposit 

Share Money 

Deposit 

- Creditor 



Investment - - - - 950,000,000 950,000,000 Creditor 


Interest Bearing 

Investment 

- - - 2,272,999,500 2,272,999,500 (2,272,999,500 ) - Creditor 

Investment 90,000,000 90,000,000 Creditor 

Share Money - - 103,497,00 - 103,497,000 58,651,500 162,148,500 Creditor 

Deposit 

0 


Current Account - - - - - 224,950 224,950 Creditor 

Share Money 

Deposit 

Share Money 

Deposit 

- - - - - 150,000,000 150,000,000 Creditor 

- - - 22,100,000 22,100,000 - 22,100,000 Creditor 













55


Name of 


Company 

Belhasa 

Accom & 

Associates 

Ltd. 

Panbo 

Bangla 

Mashroo 

m Ltd. 

Orion Knit 

Textiles 

Ltd. 


Properties 

Ltd. 

Belhasa 

Accom JV 

Ltd. 

Jaflong 

Tea 

Company 

Ltd 


Consortiu 

m 

Associates 

Ltd 

Relatio 

nship 

Comm 

on 

Direct 

or/Sha 

rehold 

ers 

Comm 

on 

Direct 

or/Sha 

rehold 

ers 

Comm 

on 

Direct 

or/Sha 

rehold 

ers 

Comm 

on 

Direct 

or/Sha 

rehold 

ers 

Comm 

on 

Direct 

or/Sha 

rehold 

ers 

Comm 

on 

Direct 

or/Sha 

rehold 

ers 

Comm 

on 

Direct 

or/Sha 

rehold 

ers 

Nature of 

Transaction 2007 2008 2009 2010 

2011 Issuer 

Status 


461,068,065 461,068,065 2,154,024,811 2,615,092,876 Creditor 

Investment 

Current Account 9,470,534 Creditor 


Investment 

Share Money 

Deposit 


Investment 

Share Money 

Deposit 

Intercompany 

Current Account 

Intercompany 


Intercompany 


Intercompany 






- - - 19,740,816 19,740,816 101,638 19,842,454 Creditor 

- - - 16,198,680 16,198,680 7,326,612 23,525,292 Creditor 

- - 39113808 17,415,779 56,529,587 6,099,018 62,628,605 Creditor 


Note: In all of the above stated transactions, all subsidiaries, holding companies and associates of Orion Pharma 

Limited is acting as a debtor of Orion Pharma Limited (Issuer Company) and OPL is acting as a creditor of the 

aforesaid related parties. 













56


Auditors’ certificate regarding allotment of shares 

A special report regarding any allotment of shares to the Directors and Subscribers to the Memorandum of 

Association and Articles of Association for any consideration otherwise than for cash. 

We certify, after due verification, that the paid-up capital of Orion Pharma Ltd. as of 31 December 2011 was 

Taka 1,550,000,000 divided into 155,000,000 ordinary shares of Taka 10 each, made up as follows: 

Allotment no 

Date of 

Number of 

Consideration 

Subscription/allotment 

shares issued 

Amount (Taka) 

As per Memorandum Cash 14,000 140,000 

Next Issue of Shares 01 March’ 1968 Cash 15,300 153,000 

Next Issue of Shares 02 October’ 1985 Cash 65,200 652,000 

Next Issue of Shares 20 December’ 1985 Cash 205,500 2,055,000 

Next Issue of Shares 15 July’ 1986 Cash 200,000 2,000,000 

Next Issue of Shares 18 January’ 2003 Cash 2,500,000 25,000,000 

Next Issue of Shares 18 January 2005 Cash 1,800,000 18,000,000 

Next Issue of shares 30 September 2009 Cash 5,200,000 52,000,000 

Next Issue of shares 25 June 2010 Cash 20,000,000 200,000,000 

Next Issue of shares 21 July 2010 Cash 50,000,000 500,000,000 

Next Issue of shares 17 October 2010 Cash 50,000,000 500,000,000 

Next Issue of shares 30 December 2010 Cash 25000,000 250,000,000 

Total: 155,000,000 1,550,000,000 

This is also to certify that Orion Pharma Ltd. has not allotted any shares for consideration other than cash to any 

shareholders including the promoter or sponsor shareholder up to 31 December 2011. 

Dated, Dhaka; 

24 April 2012 

Sd/- 

S.F. Ahmed & Co. 


Material information which is likely to have an impact 

There is no other material information which is likely to have an impact on the offering or change the terms and 

conditions under which the offer has been made to the public. 













57


Description of the directors 

Sl. Name Age Educational Position Date of First Expiry of current term 

No. 

Qualification 

Directorship 

1. Mr. Mohammad Obaidul 58 Graduate Managing 1983 One third of total 

2. 

Karim 

Mrs. Arzuda Karim 55 MSS 


Director 1983 

directors take retirement 

at every Annual General 

3. Mrs. Hasina Begum 54 Graduate Director 1998 Meeting and re-elect is 

Nominee Director of 

eligible other than 

Panbo Bangla Mushroom 



4. Mr. Salman Obaidul 29 Graduate Director 27.07.2010 

Karim 

5. Mrs. Zerin Karim 32 MBA Director 27.07.2010 

Directors’ involvement in other Organization 

INFORMATION ABOUT THE DIRECTORS AND OFFICERS 

Name Directorship in other Organization Position 

Mr. Mohammad Obaidul Karim 1) Kohinoor Chemical Co (BD) Ltd 

2) Orion Infusion Ltd. 

3) Belhasa Accom JV Ltd. 

4) Belhasa Accom & Associates Ltd. 

5) IEL Consortium & Associates Ltd. 

6) Dutch Bangla Power & Associates Ltd. 

7) Agrabad Accom Consortium Ltd. 

8) Orion Agro Products Ltd. 

9) Noakhali Gold Foods Ltd. 

10) Orion Biocare Ltd. 

11) Orion Natural care Ltd. 

12) Orion Capital Ltd. 

13) Arab Contractor Company Ltd. 

14) Interior Accom Consortium Ltd. 

15) Bangladesh Aero Vision Ltd. 

16) Accom Engineering Co. Ltd. 

Chairman 



Chairman 

Chairman 

Chairman 

Chairman 

Chairman 

Chairman 

Chairman 

Chairman 

Chairman 

Chairman 

Chairman 

Chairman 

Chairman 

Mrs. Arzuda Karim 

1) Kohinoor Chemical Co (BD) Ltd 


3) Belhasa Accom JV Ltd. 




7) Aviation Management Services Ltd. 


9) Jaflong Tea Company Ltd. 











Mrs. Hasina Begum 

Mr. Salman Obaidul Karim 

Mrs. Zerin Karim 

Family relationship among directors 

None 


2) Jaflong Tea Company Ltd. 






8) Orion Knit Textiles Ltd. 

9) Star Associates Ltd. 

10) Orion Properties Ltd. 

11) Orion Capital Ltd. 

12) Arab Contractor Company Ltd. 

13) Interior Accom Consortium Ltd. 

14) Bangladesh Aero Vision Ltd. 

15) Integral Energy Ltd. 



3) Star Associates Ltd. 

4) Accom Engineering Co. Ltd. 

5) Zeysha Fashion Ware Ltd. 





















Name of Directors Position Relationship 

Mr. Mohammad Obaidul Karim Managing Director Father of Mr. Salman Obaidul Karim, Director 

Husband of Mrs. Arzuda Karim, Director 

Father of Mrs. Zerin Karim, Director 

No family relationship with Mrs. Hasina Begum 

Mrs. Arzuda Karim Director Wife of Mr. Mohammad Obaidul Karim, MD 

Mother of Mr. Salman Obaidul Karim, Director 

Mother of Mrs. Zerin Karim, Director 


Mrs. Hasina Begum 

(Nominee of Panbo Bangla 

Mushroom Limited) 

Director No family relationship with other Directors 

Mr. Salman Obaidul Karim Director Son of Mr. Mohammad Obaidul Karim, MD 

Son of Mrs. Arzuda Karim, Director 

Brother of Mrs. Zerin Karim, Director 


Mrs. Zerin Karim Director Daughter of Mr. Mohammad Obaidul Karim, MD 

Daughter of Mrs. Arzuda Karim, Director 

Sister of Mr. Salman Obaidul Karim, Director 

No family relationship with Mrs. Hasina 

Begum 

Family Relationship among the Directors and Top Five Officers 

There is no family relationship among the Directors and top five Officers except the Directors namely 

Mr. Mohammad Obaidul Karim, Mrs. Arzuda Karim, Mr. Salman Obaidul Karim, Mrs. Zerin Karim who are also 

head of department. 













59


Short Bio data of the Directors 

Mohammad Obaidul Karim, Managing Director: 

Mr. Mohammad Obaidul Karim is a distinguished self-achieved Industrialist & Businessman. He is the founder 

Chairman of ORION GROUP, one of the leading industrial conglomerates in Bangladesh. Starting from early 

eighty’s with a vision of ‘taking our nation a step towards tomorrow’, Mr. Karim has been one of leading 

Entrepreneurs in the country over the years. The road had been quite difficult and the tasks forbidding, but Mr. 

Karim made it possible only by his commitment, dedication and self-confidence. With the support of a highly 

skilled management structure under the leadership of Mr. Karim and support of almost 18000 dedicated 

professionals, ORION has achieved a degree of success that is unparalleled in the country’s business history. 

ORION has assumed the leadership role with its operations in the pharmaceuticals, cosmetics & toiletries, 

infrastructure development, Real Estate & construction, power, high-tech agro products, textiles & garments, 

aviation management and trading sectors. Some of the units of the Group are successfully listed in the Stock 

Exchange of Bangladesh. 

Mr. Karim started his business carrier in early eighty with Mala Chemical Company Co Ltd (now Orion Infusion 

Ltd). With the merit, dedication and commitment, he stepped towards success with pharmaceuticals, toiletries 

& cosmetics and trading business with the name ‘ORION’. In 1992-1993 ORION, with the leadership of Mr. 

Obaidul Karim acquired the then ailing Kohinoor Chemical Co Ltd. Currently, ORION GROUP is one of the largest 

groups in the country. 

Educational Status 

Personal Information 

Father’s Name 

Mother’s Name 

Spouse Name 

Date & Place of Birth 

Number of Children 

Nationality 

: Graduate, 1978, Dhaka University 

: Late Fazlul Karim 

: Mrs. Rabiya Khatun 

: Mrs. Arzuda Karim 

: 27.12.1954, Brahmmanbaria, Bangladesh 

: 2 (1 Son & 1 Daughter) 

: Bangladeshi 

Passport Number : C 1051313 

Tax Identification Number 

: 001-100-3527 / Circle-5, 

Permanent Address : House # 12, Block # J, 

Office Address 

E-mail 

Road # 18, Banani, Dhaka-1213, Bangladesh 

: Orion House, 153-154 Tejgaon Industrial Area, 

Dhaka-1208, Bangladesh 

Telephone: 8829391, 8827256 

Fax: +880 2 882 6374 

: orion@bol-online.com 













60


Mrs. Arzuda Karim, Director: 

Mrs. Arzuda Karim has been one of the most successful women entrepreneurs in Bangladesh over the years. 

She is one of the Founder Directors of ORION GROUP. A distinguished and self-committed businessman, Mrs. 

Karim has been involved with the Group since its inception. 

Her hidden entrepreneurial potentials have gradually changed herself with the growing sensitivity to the role 

and economic status in the business society. As ‘Women Entrepreneur’ she accepts challenging role to meet her 

personal needs and become economically independent. 

A graduate in Economics, Mrs. Karim supervises production and commercial divisions of different segments of 

Orion Group. Her skill, knowledge and adaptability in pharmaceutical production and commercial areas are the 

main reasons of success in the Group. 


Spouse’s Name 

: Mohammad Obaidul Karim 

Fathers Name 

: Late Mir Abdur Rashid 


: Late Shaowkat Jaha Begum 

Date & Place of Birth : 01.07.1955, Dhaka, Bangladesh 


: 2 (1 Son & 1 Daughter) 

Nationality 

: Bangladeshi 

Passport Number : C 0501111 

Permanent Address 

: House # 12, Block # J, Road # 18, Banani, Dhaka-1213, Bangladesh 


: Orion House, 153-154 Tejgaon Industrial Area, Dhaka-1208, Bangladesh 

Telephone: 8829391, 8827256, Fax: +880 2 882 6374 

E-mail 

: arzuda.karim@orion-group.net; orion@bol-online.com 

Mrs. Hasina Begum, Director: 

Mrs. Hasina Begum is one of the successful women entrepreneurs in Bangladesh over the years. She is among 

one of the very few women in Bangladesh who started their business from scratch with her late husband and 

achieved a level of success in pharmaceutical industry. A distinguished and self-committed businessperson, Mrs. 

Hasina has been involved with the Orion Pharma Limited since inception. 

Mrs. Hasina supervises production divisions of the Company. Her skill, knowledge and adaptability in 

pharmaceutical production areas are the main reasons of success in the ORION. 

Beside her business areas, Mrs. Hasina Begum is a social entrepreneur which has given her an opportunity to 

grow and make a difference in the social life in which she lives. 













61


Mr. Salman Obaidul Karim, Director 

Salman Obaidul Karim is a distinguished and ingenious businessman in Bangladesh. Born only in 1981, Mr. 

Karim has become one of the most successful entrepreneurs in the country. Having graduated from Burnel 

University of London in 2005, he majored in Information Technology before undergoing a couple of professional 

trainings in the U.K. After completion of his graduation, he came back to Bangladesh and joined the family 

business ORION GROUP (www.orion-group.net), one of the leading industrial domains in Bangladesh. 

As a part of Corporate Social Responsibilities of Orion in pharmaceutical sector, Orion, under the direct 

guidance of Mr. Salman Karim, has formed EPAP (Enliven Patient Assistance Program) under which poor 

patients get Enliven (Imatinib mesylate – a drug used for Chronic Myeloid Leukemia) at Free of Cost or at 

subsidized price. 

Education Status 

: Graduate in Information Technology, Burnel University, London 


Father’s Name 

: Mr. Mohammad Obaidul Karim 


: Mrs. Arzuda Karim 

Spouse Name 

: Mrs. Nudrat S Karim 

Date & Place of Birth 

: June 02, 1981, Dhaka, Bangladesh 


: 2 sons 

Nationality 

: Bangladeshi 

Passport Number : B 0395030 

Tax Identification Number : 247-103-1427/ Circle-9, Area – 3 

Permanent Address 

: House # 12, Block # J, Road # 18, Banani, Dhaka. 


: Orion House, 153-154 Tejgaon I/A, Dhaka-1208 

Contact Telephone Numbers : 8829391, 8827256 (office), 882 9754 (Residence) 

Mobile: +880 1972153154, Fax: +880 2 882 6374 

E-mail 

: salman.karim@orion-group.net 

Ms Zerin Karim, Director: 

Ms Zerin Karim has a hidden and inbuilt strong desire to do something positive of entrepreneurial quality. Her 

high education, technical soundness and professional qualification have encouraged her for managing her 

family owned business. She joined Orion Group upon completing her MBA in Marketing back in 2004. She is 

responsible for Marketing Division of the Group. The incredible talents of Ms. Zerin Karim helped the Group to 

achieve unbelievable productivity in the industrial sectors of the Group. 













62


CIB report of the Directors: 

All Directors of Orion Pharma Limited except Mohammad Obaidul Karim and Salman Obaidul Karim, are 

completely clean from loan default and Mr. Mohammad Obaidul Karim and Mr. Salman Obaidul Karim got Stay 

Order from Hon’ble High Court on their some outstanding debts. 

Particulars of Top Executives & Departmental Heads of the Company 

Sl. 

No. 

Name of the Officers Position Educational 

Qualification 

1 Mr. Mohammad 

Obaidul Karim 

Managing 


2 Mrs. Arzuda Karim Director, Head of 

Operation 

3 Mr. Salman 

Obaidul Karim 

Director , Head 

of Planning 

4 Mrs. Zerin Karim Director, Head of 

Human Resource 

Date of 

Joining in the 

Company 

Last 5 Years 

Experience 

Graduate 1983 Managing 


MSS 1983 Director, Head of 

Operation 

Graduate 27.07.2010 Director , Head of 

Planning 

MBA 27.07.2010 Director, Head of 

Human Resource 

Total 

Experience 

(Years) 

28 

5 Golam Mohiuddin CEO B. Pharma 2010 - 41 

6 Samaresh Banik CFO M. Com. 1996 - 15 

7 Md. Ferdous Jaman Company 

Secretary 

M. Com 2001 - 16 

8 Tapan Kumar Roy SVP, Marketing M Pharma, 

MBA 

(Marketing) 

9 Jafar Ahmed 

Tarique 

10 Md. Abdur Rahman SVP, MIS-Field 

HR & Admin 

2002 Sr. Executive, 

SQUARE 

VP, Plant M. Pharma 2003 Analyst & 

Microbiologist, 

Aristo Pharma 

MBA 

(Marketing) 

2003 Sr. Executive, 

SQUARE 

11 Md. Arif Hossain VP Sales M. Pharma 1996 - 15 

28 

7 

9 

15 

22 

15 













63


INVOLVEMENT OF DIRECTORS AND TOP OFFICIALS IN CERTAIN LEGAL PROCEEDINGS 

No Directors or Officer of the company was involved in any of the following types of legal proceedings in 

the past ten year 

• Any bankruptcy petition filed by or against any company of which any officer or director of the issuer 

company filling the prospectus was a director, officer or partner at the time of the bankruptcy; 

• Any conviction of director, officer in criminal proceedings or any criminal proceedings pending against 

him; 

• Any order, judgment or decree of any Court of competent jurisdiction against any director, officer 

permanently or temporarily enjoying, barring, suspending or otherwise limiting the involvement of any 

director or officer in any type of business, securities or banking activities. 

• Any order of the Securities and Exchange Commission or other regulatory authority or foreign financial 

regulatory authority suspending or otherwise limiting the involvement of any director or officer in any 

type of business of securities or banking activities. 

Except the following: 

None of the directors or officers of the company has been convicted for any criminal case whatsoever relating 

to moral turpitude or otherwise, subject to the following: 

Ramna Police Station Case No. 23(10)07 

A criminal proceedings being Special Case No. 15 of 2008 corresponding to Metro Special Case No. 49 of 2008, 

arising out of Ramna Police Station Case No. 23 dated 08.10.2007 was initiated against Md. Obaidul Karim 

under sections 26(2) and 27(1) of the Anti Corruption Act, 2004 read with Rule 15 (Gha) (5) of the Emergency 

Power Rule, 2007 and section 109 of the Penal Code. The Court of Special Judge, Court No.9, Dhaka, vide 

judgment and order dated 25.06.2008, convicted Md. Obaidul Karim and sentenced him to suffer imprisonment 

for 3 years and 10 years consecutively under sections 26(2) and 27(1) of the Anti Corruption Act, 2004 and also 

confiscated a 2950 sq. ft apartment situated in Gulshan Model Town. 

The Hon’ble High Court Division of the Supreme Court of Bangladesh, BY judgment and order dated 30.09.2010 

in Writ Petition No. 5407 of 2010 set aside the judgment and order of conviction, sentence and confiscation 

dated 25.06.2008 passed by the Court of Special Judge, Court No. 9, Dhaka in Special Case No. 15 of 2008 

corresponding to Metro Special Case No. 49 of 2008, arising out of Ramna Police Station Case No. 23 dated 

08.10.2007. The Hon’ble High Court Division was also pleased to acquit Md. Obaidul Karim from all the charges 

labeled against him. 

Motijheel Police Station Case No. 02(02)07 

A criminal proceedings being Special Case No. 09 of 2007 arising out of A.C.C. G.R. case No. 11 of 2007 

corresponding to Motijheel Police Station Case No. 02(02)07 was initiated against, inter alia, Md. Obaidul Karim 

under sections 409, 109 of the Penal Code read with section 5(2) of the Prevention of Corruption Act, 1947. The 

Court of Special Judge, Court No.1, Dhaka, vide judgment and order dated 27.12.2007, convicted Md. Obaidul 

Karim under section 409 of the Penal Code and sentenced him to suffer imprisonment for life and pay a fine of 

Tk. 6,70,00,000.00 only, in default to suffer rigorous imprisonment for 2 years more. 

The Hon’ble High Court Division of the Supreme Court of Bangladesh in Criminal Appeal No. 6966 of 2009 and 

Criminal Appeal No. 4122 of 2008, vide judgment and order dated 31.10.2010, set aside the judgment and order 

of conviction and sentence dated 27.12.2007, passed by the learned Special Judge, Court No.1. Md. Obaidul 

Karim was acquitted from the charges labeled against them. The order of confiscation of Tk. 6,70,00,000.00 was 

also set aside.


Gulshan Police Station Case No. 13(10)07 

A criminal proceedings being Special Case No. 01 of 2008, corresponding to Metro Special Case No. 24 of 2008 

arising out of ACC G.R. Case No. 124 of 2007, corresponding to Gulshan Police Station Case No. 13 dated 

07.10.2007, implicating Mr. Obaidul Karim as the accused No.2 under section 13(2) of the Money Laundering 

Prevention Act, 2002. In the said Special Case No. 01 of 2008, the Court of Special Judge, Court No. 5, on 

12.08.2008, was pleased to convict Mr. Obaidul Karim. 

The Hon’ble High Court Division of the Supreme Court of Bangladesh, in Criminal Appeal No. 1544 of 2011, vide 

judgment and order dated 26.05.2011, was pleased to set aside the judgment of conviction dated 12.08.2008 

and Md. Obaidul Karim was acquitted from the charges labeled against him and he was set free. 

All these convictions were awarded during the emergency period and the Hon’ble High Court Division of the 

Supreme Court of Bangladesh has set aside all the judgments of the convictions. In Criminal Jurisprudence when 

the Appellate Court sets aside criminal conviction, it relates back to the day of conviction and it is construed 

that no conviction had ever been made. In view of this matter, it cannot be said that Md. Obaidul Karim was 

ever convicted by any Court. 

In addition, there is no case or criminal proceedings pending against any director or officer except Md. Obaidul 

Karim. A few frivolous cases were initiated during emergency period and all those cases have been stayed by 

the High Court Division by way of applications of quashment. The list of those cases has been enumerated 

below: 

Gulshan Police Station Case No. 77(11)07 

A criminal proceedings being Special Case No. 08 of 2008, arising out of Gulshan Police Station Case No. 

77(11)07, corresponding to G.R. Case No. 962 of 2007 was initiated against Md. Obaidul Karim under sections 

419, 420, 406, 467, 468, 471, 462 (‘Ka’), 462 (‘Kha’) and 109 of the Penal Code. The Court of Special Judge, 2 nd 

Court, on 31.05.2011 was pleased to enlarge Md. Obaidul Karim on bail. 

On 22.06.2011, the Hon’ble High Court Division of the Supreme Court of Bangladesh, in Criminal Miscellaneous 

Case No. 17525 of 2011, was pleased to stay further proceedings of Special Case No. 08 of 2008, arising out of 

Gulshan Police Station Case No. 77(11)07, corresponding to G.R. Case No. 962 of 2007. 

Tejgaon Police Station Case No. 17(08)07 

A criminal proceedings being Special Case No. 13 of 2008, corresponding to Metropolitan Special Case No. 150 

of 2008 arising out of A.C.C. G.R. Case No. 75 of 2007 corresponding to Tejgaon Police Station Case No. 17(08)07 

dated 09.08.2007 was initiated against Md. Obaidul Karim under sections 409 and 109 of the Penal Code read 

with section 5(2) of the Prevention of Corruption Act, 1947. 


Case No. 7761 of 2011, enlarged Md. Obaidul Karim on anticipatory bail in Special Case No. 13 of 2008, 

corresponding to Metropolitan Special Case No. 150 of 2008 arising out of A.C.C. G.R. Case No. 75 of 2007 

corresponding to Tejgaon Police Station Case No. 17(08)07 dated 09.08.2007. Thereafter, the Hon’ble High 













65


Court Division of the Supreme Court of Bangladesh, on 16.06.2011, in Criminal Miscellaneous Case No. 10340 of 

2011, quashed the entire proceedings of Special Case No. 13 of 2008, corresponding to Metropolitan Special 

Case No. 150 of 2008 arising out of A.C.C. G.R. Case No. 75 of 2007 corresponding to Tejgaon Police Station Case 

No. 17(08)07 dated 09.08.2007. 

Joydebpur Police Station Case No. 92(05)08 

A criminal proceedings being Special Case No. 03 of 2009, arising out of G.R. Case No. 582 of 2008 

corresponding to Joydebpur P.S. Case No. 92 of 2008 dated 20.05.2008 was initiated against Md. Obaidul Karim 

under section 5(2) of the Prevention of Corruption Act, 1947 read with section 109 of the Penal Code. 


Case No. 12479 of 2009, quashed the entire proceedings of Special Case No. 03 of 2009, arising out of G.R. Case 

No. 582 of 2008 corresponding to Joydebpur P.S. Case No. 92 of 2008 dated 20.05.2008. 

Dhanmondi Police Station Case No. 09(06)07 

A criminal proceedings being Special Case No. 30 of 2007, arising out of Dhanmondi Police Station Case No. 

09(06)07 dated 05.06.2007, corresponding to A.C.C. G.R. Case No. 48 of 2007 was initiated against Md. Obaidul 

Karim under section 165A read with section 109 of the Penal Code, now pending before the Special Judge, Court 

No. 4, Dhaka. 


Case No. 7762 of 2011, enlarged Md. Obaidul Karim on anticipatory bail in Special Case No. 30 of 2007, arising 

out of Dhanmondi Police Station Case No. 09(06)07 dated 05.06.2007, corresponding to A.C.C. G.R. Case No. 48 

of 2007. The Hon’ble High Court Division called for the Lower Court Records. 













66


Transaction with related parties 

Neither proposed any transaction nor had any transaction during the last two years, between the issuer and any 

of the following persons: 

(a) 

(b) 

(c) 

(d) 

(e) 

(f) 

(g) 

Any director or executive officer of the issuer; 

Any director or officer; 

Any person owning 5% or more of the outstanding shares of the issuer; 

Any member of the immediate family (including spouse, parents, brothers, sisters, children, and in-laws) 

of any of the above persons 

Any transaction or arrangement entered into by the issuer or its subsidiary for a person who is currently a 

director or in any way connected with a director of either the issuer company or any of its 

subsidiaries/holding company or associate concerns, or who was a director or connected in any way with 

a director at any time during the last three years prior to the issuance of prospectus. 

Any loan either taken or given from or to any director or any person connected with the director, any loan 

taken from any such person who did not have any stake in the issuer, its holding company or its associate 

concerns prior to such loan. 

Any director holding any position, apart from being a director in the issuer company, in any company, 

society, trust, organization, or proprietorship or partnership firm. 

Except the following transactions: 

• Related Party Transactions 


Company 

Relationship 

Nature of 

Transaction 

Transaction Opening Transaction Closing 

Orion Infusion Ltd. Associates Investment 44,300,000 44,300,000 44,300,000 

Current Account (221,530,640) 266,127,516 40,083,608 226,043,908 

Orion Holding Ltd. Subsidiary Investment 99,600,000 99,600,000 - 99,600,000 

Current Account - 30,836,565 30,836,565 

Integral Energy Ltd. Subsidiary Investment 21,000,000 21,000,000 - 21,000,000 

Current Account - - 3,327,124 3,327,124 

Share Money Deposit 2,800,000 2,800,000 (2,800,000) - 

Dutch Bangla 

Power & Associates 

Ltd. 

2010 

Subsidiary Investment 1,125,000 1,125,000 65,875,000 67,000,000 

Share Money Deposit - - 280,000,000 280,000,000 

Current Account - - 1,343,712,869 1,343,712,869 


Investment 

1,374,234,854 1,374,234,854 (1,374,234,854) - 

Orion Bio-care Ltd. Subsidiary Investment - - 495,000,000 495,000,000 


Orion Natural care Subsidiary Investment - - 9,500,000 9,500,000 

Ltd. 


Bon Consortium 

power Company 

Ltd 

Common 

Director/ 

Shareholders 


Orion Hospital 

Projects 



CERTAIN RELATIONSHIPS AND RELATED TRANSACTION 

Common 


Shareholders 


Subsidiary Investment - 950,000,000 950,000,000 


Interest Bearing 2,272,999,500 2,272,999,500 (2,272,999,500 ) - 

Investment 

2011


Orion Agro Product Subsidiary Investment 90,000,000 90,000,000 

Ltd. 

Share Money Deposit - 103,497,000 58,651,500 162,148,500 

Orion Capital Ltd. Subsidiary Investment - - 80,000,000 80,000,000 

Current Account - - 224,950 224,950 

Digital Power & 

Associates Ltd 

Common 


Shareholders 

Share Money Deposit - - 150,000,000 150,000,000 

Consortium of 

BAJVL & Associates 

Ltd. 

Belhasa Accom & 


Panbo Bangla 

Mashroom Ltd. 

Orion Knit Textiles 

Ltd. 

Orion Properties 

Ltd. 

Belhasa Accom JV 

Ltd. 

Jaflong Tea 

Company Ltd 

Orion Consortium 


Common 


Shareholders 

Common 


Shareholders 

Common 


Shareholders 

Common 


Shareholders 

Common 


Shareholders 

Common 


Shareholders 

Common 


Shareholders 

Common 


Shareholders 

Share Money Deposit 22,100,000 22,100,000 - 22,100,000 

Interest Bearing 461,068,065 461,068,065 2,154,024,811 2,615,092,876 

Investment 


Interest Bearing - - 379,308,815 379,308,815 

Investment 


Interest Bearing - - 295,106,772 295,106,772 

Investment 


Intercompany 19,740,816 19,740,816 101,638 19,842,454 


Intercompany 


Intercompany 


Intercompany 


Interests & Facilities enjoyed by the Director 

16,198,680 16,198,680 7,326,612 23,525,292 

17,415,779 56,529,587 6,099,018 62,628,605 

- - 13,450,050 13,450,050 

The Directors did not enjoy any facilities except remuneration. 

Managing Director and Four directors namely Mohammad Obaidul Karim, Salman Obaidul Karim, Mrs. Arzuda 

Karim, Mrs. Hasina Begum and Mrs. Zerin Karim whose amount of remuneration and honorarium for the period 

from January to Dec 31, 2011 is as follows: 

Name of party Relationship Name of the Amounts in Taka 

Transaction 

Mohammad Obaidul Karim Managing Director Remuneration 60,00,000 

Cash Dividend 2,95,95,000 

Mrs. Arzuda Karim Director - Operation Remuneration 48,00,000 

Cash Dividend 73,38,000 

Salman Obaidul Karim Director - Planning Remuneration 36,00,000 


Mrs. Zerin Karim Director - Admin Remuneration 24,00,000 


Mrs. Hasina Begum Director- Honorarium 4,20,000 


None of the Directors have taken any fees for attending Board Meeting since inception of the Company except 

remuneration or honorarium taken by Mr. Mohammad Obaidul Karim as Managing Director, Mr. Mrs. Arzuda 

Karim, Mr. Salman Obaidul Karim, Mrs. Zerin Karim and Mrs. Hasina Begum, directors of the company. 













68


Remuneration paid to top five salaried officers 

EXECUTIVE COMPENSATION 

The top five salaried officers in the last accounting year of Orion Pharma Ltd. are as follows: 

(Amount in Tk.) 

Sl. 

No. 

Name Designation Remuneration (Tk.) 

(Jan to Dec-2011.) 

1 Mohammad Obaidul Karim Managing Director 60,00,000 

2 Mrs. Arzuda Karim Director - Operation 48,00,000 

3 Salman Obaidul Karim Director - Planning 36,00,000 

4 Mrs. Zerin Karim Director - Admin 24,00,000 

5 Golam Mohiuddin Group Director- Operator 11,55,000 

Aggregate amount of remuneration paid to Directors & Employees. (As per Audited A/C) 


Sl. No. Particulars Remuneration & Salary 

January to December’ 2011. 

1 Directors 17,220,000 

2 Officers & Staff 359,564,878 

Remuneration paid to any Director who was not an officer during the last fiscal year 

The Company did not pay any remuneration to any director who was not an officer of the Company during the 

last accounting year. 

Future compensation to Directors or Officers 

The Company has no contract with any director/officer for providing the payment of 

future compensation. 

Pay Increase Intentions 

Annual review of the salary and benefits of the employees will be made depending on the growth of the 

company’s operation and performance evaluation of the employees. 

OPTION GRANTED TO DIRECTORS, OFFICERS AND EMPLOYEES 

The Company did not grant any option for issue of shares to any directors, officers and other employees of the 

Company or to any other person not involved with the Company.


a) The Directors and Subscribers to the memorandum have not received any benefits directly or indirectly 

other than dividend and Directors’ fees during the last five years. The issuer also has not received any 

assets, services or other consideration from its Directors and Subscribers to the memorandum except fund 

against allotment of shares. 

Benefits From the Company during last five years: 


directors and 

subscribers 

Mr. Obaidul 

Karim 

Salman Obaidul 

Karim 

Nature of value 

received 


01-01-2011 to 

Amount in 

Taka 

Amount in 

Taka 

Amount in 

Taka 

Amount in 

Taka 

31-12-2011 01-01-2010 to 01-01-2009 to 01-01-2008 to 01-01-2007 to 

31-12-2010 31-12-2009 31-12-2008 31-12-2007 

Remuneration 60,00,000 48,00,000 36,00,000 36,00,000 36,00,000 

Cash Dividend 2,95,95,000 - - - - 

Remuneration 36,00,000 36,00,000 12,00,000 12,00,000 12,00,000 

Cash Dividend 80,90,800 - - - - 

Mrs. Zerin Karim Remuneration 24,00,000 24,00,000 12,00,000 12,00,000 12,00,000 

Mrs. Arzuda 

Karim 

Mrs. Hasina 

Begum 

Md. Ebadul 

Karim 

TRANSACTIONS WITH THE DIRECTORS AND SUBSCRIBERS TO THE MEMORANDUM 

Memorandum 

Cash Dividend 53,44,200 - - - - 

Remuneration 48,00,000 18,00,000 18,00,000 15,00,000 15,00,000 

Cash Dividend 73,38,000 - - - - 

Remuneration 4,20,000 3,00,000 3,00,000 3,00,000 3,00,000 

Cash Dividend 1,80,000 - - - - 

Remuneration - - - - 10,00,000 

Cash Dividend - - - - - 

Total 67,768,000 1,29,00,000 81,00,000 78,00,000 88,00,000 

b) Directors and Subscribers’ Assets to the Company: 

The Company has not received any assets, services of other consideration from its directors and subscribers to 

the memorandum except- 

i. Fund against allotment of shares; 

ii. Services from four directors’ name Mr. Mohammad Obaidul Karim, Mrs. Arzuda Karim, Mr. Salman 

Obaidul Karim & Mrs. Zerin Karim. 

c) No assets were acquired or are to be acquired from the directors and subscribers to the memorandum.














71


OWNERSHIP OF THE COMPANY’S SECURITIES 

In the financial year 2010-11, shareholding pattern of the Company changed. New four shareholders were 

included in the Company. The authorized share capital of the Company increased to Tk. 500.00 crore from Tk. 

10.00 crore, and paid-up capital increased to Tk. 155.00 crore (up to April- 2012). Present shareholding pattern 

of the Company is given below (as per audited accounts): 

Ownership of the company’s securities 

Sl. 

No. 

Name & Address of the shareholder 

Status with the 

Company 

No. of Shares 

% of Share 

Held 

1. Mohammad Obaidul Karim Managing Director 29,595,000 19.09% 

2. Mrs. Arzuda Karim Director 7,338,000 4.73% 

3. Panbo Bangla Mushroom Limited 

Director 1,20,00,000 7.74% 

Represented by Mrs. Hasina Begum 

4. Salman Obaidul Karim Director 8,090,800 5.22% 

5. Mrs. Zerin Karim Director 5,344,200 3.45% 

6. Others Shareholders 92,632,000 59.77% 

Total 155,000,000 100% 

Securities owned by the top ten salaried officers are given below (as on 31-04-2011) 

Out of top ten salaried officers only four officers owned securities by the following way: 

Sl. 

No. 

Name of the Officers Position Number of Share 

Owned 

Percentage of 

ownership 

1 Mr. Mohammad Obaidul Karim Managing 

29,595,000 19.09% 


2 Mrs. Arzuda Karim Director 7,338,000 4.73% 

3 Mr. Salman Obaidul Karim Director 8,090,800 5.22% 

4 Mrs. Zerin Karim Director 5,344,200 3.45% 

5% or more of the Shareholding structure of the Company: 

Sl. 

No. 

Name 

Status with the 

Company 

Address No. of 

Shares 

Percentage 

of ownership 

1. Mr. Mohammad Obaidul Managing Director House # 12, 29,595,000 19.09% 

Karim 

Road # 18, Block 

# J, Banani, 

Dhaka 

2 Mr. Salman Obaidul Karim Director Do 8,090,800 5.22% 

3 Panbo Bangla Mushroom 

Ltd. 

Institutional Investor 153-154, Orion 

House, Tejgaon 

I/A, Dhaka- 

1208. 

57,00,000 7.74%


DETERMINATION OF THE OFFERING PRICE 

The issue price at Tk. 60.00 each including a premium of Tk. 50.00 per share is justified as details below: 

Particulars 

Amount (in Tk.) 

Method 1: Net Asset Value (NAV) per share /Equity based value per share 

1(a) Price based on Net Asset Value per share (with Revaluation Reserve) 76.87 

1(b) Price based on Net Asset Value per share (without Revaluation Reserve) 61.43 

Method 2: Historical Earnings based value per share 

2: Earning based Value per share based on Overall Market P/E 44.22 

Method 3: Average of Net Asset Value (NAV) and Historical Earnings based value per 

share 

3: Average of Net Asset Value (NAV) per share /Equity based value per share and 

Historical Earnings based value per share 

60.55 

Calculations of Methodologies 

Method 1: Share price on Net Asset Value (NAV) / Equity based value per share 

1 (a) Price based on Net Asset Value per share/ Equity based Value (with Revaluation 

Reserve) 

Sl. No. Particulars Amount 

a) Share Capital 1,550,000,000 

b) Share Premium 6,547,500,000 

c) Revaluation Surplus 2,393,292,101 

d) Other Reserve 394,935,029 

e) Retained Earnings 1,029,634,092 

Total Shareholders' Equity 11,915,361,222 

Number of shares 155,000,000 

Net Asset Value per share as per Audited Report as on 31 Dec, 2011 76.87 

1(b) Price based on Net Asset Value per share/ Equity based Value (without Revaluation 

Reserve) 

Sl. No. Particulars Amount 

a) Share Capital 1,550,000,000 

b) Share Premium 6,547,500,000 

c) Other Reserve 394,935,029 

d) Retained Earnings 1,029,634,092 

Total Shareholders' Equity 9,522,069,121 

Number of shares 155,000,000 

Net Asset Value per share as per Audited Report as on 31 Dec, 2011 61.43


Method 2: Historical Earnings based value 

Average Price Earnings of Pharmaceuticals Chemical & Chemicals (June, July and August, 2012) 

= (20.81+20.26+18.49)/3= 59.56/3= 19.85 

Average Price Earnings of overall market (June, July and August, 2012) 

= (12.53+11.80+12.42)/3=36.75/3=12.25 

Lesser of 19.85 & 12.25 is 12.25 

Year No. of Share Net Profit after tax 

Weight of No. of Weighted Average 

shares of Net profit after tax 

2007 4,800,000 

28,571,792.00 0.0146 417,148.16 

2008 4,800,000 

81,862,797.00 0.0146 1,195,196.84 

2009 10,000,000 

86,703,596.00 0.0303 2,627,118.96 

2010 155,000,000 

318,304,206.00 0.4703 149,698,468.08 

2011 155,000,000 

862,973,094.00 0.4703 405,856,246.11 

Total 329,600,000 1,378,415,485.00 1.00 559,794,178.15 

No. of shares outstanding before IPO 155,000,000 

Diluted EPS based on Weighted Average of Net Profit after Tax 3.61 

3 months average P/E (Lesser of 19.85 & 12.25) 12.25 

Earning based Value per share based on overall market P/E 44.22 

Source: DSE Monthly Review. 

Method 3: Average of Net Asset Value (NAV) /Equity based value per share and Historical Earnings based 

value per share 

Particulars 

Amount (in Tk.) 

Method 1: Net Asset Value (NAV) per share /Equity based value per share 76.87 

Method 2: Historical Earnings based value per share 44.22 

Average value 60.55 













74


MARKET FOR THE SECURITIES BEING OFFERED 

The issuer shall apply to 

Dhaka Stock Exchange Limited (DSE) 

9/F, Motijheel C/A, Dhaka-1000. 

And 

Chittagong Stock Exchange Limited (CSE) 

CSE Building, 1080 Sheikh Mujib 

Road, Chittagong. 

Within 7 (seven) working days from the date of consent accorded by the Commission to issue prospectus. 

Declaration about listing of shares with the Stock Exchange(s) 

None of the Stock Exchange(s), if for any reason, grants listing within 75 (Seventy Five) days from the closure of 

subscription, any allotment in terms of this prospectus shall be void and the company shall refund the 

subscription money within 15 (Fifteen) days from the date of refusal for listing by the stock exchange, or from 

the date of expiry of the said 75 (seventy five) days, as the case may be. 

In case of non-refund of the subscription money within the aforesaid 15 (Fifteen) days, the Directors of the 

company, in addition to the issuer company, shall be collectively and severally liable for refund of the 

subscription money, with interest at the rate of 2% (Two Percent) per month above the bank rate, to the 

subscribers concerned. 

The issue manager, in addition to the issuer company, shall ensure due compliance of the above mentioned 

conditions and shall submit compliance report thereon to the Commission within 7 (Seven) days of expiry of the 

aforesaid fifteen days time period allowed for refund of the subscription money. 

Trading and settlement 

Trading and Settlement Regulation of the stock exchanges shall apply in respect of trading and settlement of 

the shares of the company. 

The issue shall be placed in “N” Category with DSE & CSE. 

DESCRIPTION OF SECURITIES OUTSTANDING OR BEING OFFERED 

Dividend, Voting and Preemption Right 

In case of any declaration of cash/stock dividend by the Company or distribution of any property of the 

Company, all the shareholders shall be entitled to it in proportion to their shareholdings on the date of the book 

closure or record date for the purpose. The Company will follow a dividend policy, which will allow it to provide 

a fair return on its shareholders’ investment and simultaneously allow for building up of the retained earnings 

and reserves as a rule that would sustain growth of the Company. The share capital of the Company is divided 

into Ordinary Shares, carrying equal rights to vote and receive dividend in terms of the relevant provisions of 

the Companies Act 1994 and the Articles of Association of the Company. All shareholders shall have the usual 

voting right in person or by proxy in connection with, among others, election of Directors and Auditor(s) and 

other usual agenda of General Meeting – Ordinary or Extra ordinary. On a show of hand, every shareholder 

present in person and every duly authorized representative of a shareholder present at a General Meeting shall 

have one vote and on a poll every shareholder present in person or by proxy shall have one vote for every share 

heldby him or her. In case of any additional issue of shares for raising further capital the existing shareholders 

shall be entitled to IPO of shares in terms of the guidelines issued by the Securities and Exchange Commission 

from time to time.


Conversion and Liquidation Right 

The Company in its General Meeting may convert paid-up shares to any denomination. No special preferences 

or privileges shall be attached to this conversion. If the company at any time issues Preference Shares or 

Debentures or Bonds with the consent of SEC, such holders of securities shall be entitled to convert such 

securities into ordinary shares if it is so determined by the company. In case of winding- up or liquidation of the 

Company, all shareholders have the same privileges and advantages as ordinary shareholder as regards 

participation in profits and voting at meetings of the Company. 

Right for Transfer 

In terms of the provisions of the Companies Act 1994, Articles of Association of the Company and other relevant 

rules in force, the shares of the Company are transferable. The Company shall not charge any fee other than 

Government duties for registering transfer of shares. No shares shall be transferred to an infant or a person of 

unsound mind. 

Dividend Policy 

I. The profits of the Company, subject to any special right relating thereto created or authorized to be 

created by the Memorandum of Association and subject to the provision of the Articles of 

Association, shall be divisible among the members in proportion to the amount of capital paid -up 

on the shares held by them respectively. 

II. No larger dividend shall be declared than is recommended by the directors, but the 

Company in its General meeting may declare a smaller dividend. If preference share dividend is not 

paid in one year, such unpaid dividend shall be carried forward to the next year or years; and 

become cumulative. 

III. The declaration of directors as to the amount of net profit of the company shall be conclusive. 

IV. No dividends shall be paid otherwise than out of the profits of the year or any other undistributed 

profits and general reserves. Dividend shall not carry interest as against the Company. 

V. The Directors may from time to time pay off the members such interim dividend as appear to the 

Directors to be justified by the profits of the Company. 

VI. A transfer of shares shall not pass the right to any dividend declared thereon after such transfer 

and before the registration of the transfer. 

VII. There is no limitation on the payment of dividends to the common stockholders. 

Other Rights of Shareholders 

The shareholders shall have the right to receive all periodic reports and statements, audited as well as 

unaudited, published by the company from time to time. The directors shall present the financial statements as 

required under the law and International Accounting Standards and International Financial Reporting Standards 

as adopted by the Institute of Chartered Accountants of Bangladesh. Financial statements will be prepared in 

accordance with International Financial Reporting/Accounting Standards, consistently applied throughout the 

subsequent periods and present with the objective of providing maximum disclosure as per law and 

international Financial Reporting/Accounting Standard to the shareholders regarding the Financial and 

operational position of the company. 

In case of any declaration of stock dividend through issue of Bonus Shares, all shareholders shall be entitled to it 

in proportion to their shareholdings on the date of book closure or record date for the purpose. 

The shareholders holding not less than 10% of the issued/fully paid up capital of the Company shall have the 

right to requisition Extra-Ordinary General Meeting (EGM) of the Company as provided under Section 84 of the 

Companies Act, 1994. 













76


DEBT SECURITIES 

The Orion Pharma Limited has not issued any debt securities yet except one of its subsidiaries namely IEL 

Consortium & Associates Limited issued 13% Fully Convertible Preference Share amounting BDT 50 crore 

upto 31 December, 2011. 

LOCK IN PROVISION 

All issued shares of the issuer at the time of according this consent shall be subject to a lock-in period of 3 

(Three) years from the date of issuance of prospectus or commercial operation, whichever comes later. 

Provided that the persons (other than Directors and those who hold 5% or more shares in the company), who 

have subscribed to the shares of the company within immediately preceding two years of according consent 

shall be subject to a lock-in period of 1 (One) year from the date of issuance of prospectus or commercial 

operation, whichever comes later. 

Sl. 

No. 

Name Position Number of 

Shares 

% of share 

held 

Date of 

Acquisition 

Period of 

lock-in 

1 Mohammad Obaidul Karim Managing 


29,595,000 19.09 18-01-2003 

30-09-2009 

25-06-2010 

21-07-2010 

2 Mrs. Arzuda Karim Director 7,338,000 4.73 18-01-2003 

25-06-2010 

21-07-2010 

3 Mr. Salman Obaidul Karim Director 8,090,800 5.22 18-01-2003 

20-06-2005 

25-06-2010 

21-07-2010 

4 Mrs. Zerin Karim Director 5,344,200 3.45 18-01-2003 

20-06-2005 

25-06-2010 

21-07-2010 

5 Panbo Bangla Mushroom Limited 

(Represented by Mrs. Hasina Begum) 

Director 12,000,000 7.74 18-01-2003 

20-06-2005 

21-07-2010 

3 years from 

the date of 

issuance of 

prospectus 

3 years from 


issuance of 

prospectus 

3 years from 


issuance of 

prospectus 

3 years from 


issuance of 

prospectus 

3 years from 


issuance of 

prospectus 

6 Mrs. Hasina Begum Shareholder 180,000 .01 1 years from 


issuance of 

prospectus 

6 Monaz Airtechnology Ltd. Shareholder 15,000 0.01 17-10-2010 -Do- 

7 Jeans 2000 Ltd. Shareholder 300,000 0.19 17-10-2010 -Do- 

8 Swadesh Inv. Management Ltd. Shareholder 25,000 0.02 17-10-2010 -Do- 

9 Green Delta Insurance Company Ltd. Shareholder 100,000 0.06 17-10-2010 -Do- 

10 Agrani Capital Investment Ltd. Shareholder 34,500 0.02 17-10-2010 -Do- 

11 ICB Capital management ltd. Shareholder 992,700 0.64 17-10-2010 -Do- 

12 Union capital Ltd. Investors A/C. Shareholder 450,000 0.29 30-12-2010 -Do- 

13 First Security Islami Bank Ltd. Shareholder 100,000 0.06 30-12-2010 -Do- 

14 Prudential Securities Ltd. Shareholder 2,500,000 1.61 30-12-2010 -Do- 

15 Universal Engineering Technology Co. 

ltd. 

Shareholder 10,000 0.01 17-10-2010 -Do-


16 Green Delta Insurance Company Shareholder 100,000 0.06 17-10-2010 -Do- 

Ltd. 

17 Aamra Holdings Ltd. Shareholder 100,000 0.06 17-10-2010 -Do- 

18 Foster Securities Ltd. Shareholder 10,000 0.01 17-10-2010 -Do- 

19 Satcom IT Ltd. Shareholder 20,000 0.01 17-10-2010 -Do- 

20 Social Islami Bank Ltd. Shareholder 5,000,000 3.23 17-10-2010 -Do- 

21 Rupali Bank Ltd. Shareholder 4,000,000 2.58 30-12-2010 -Do- 

22 Union Capital Ltd. Shareholder 50,000 0.03 30-12-2010 -Do- 

23 Investment Corporation of 

Shareholder 1,000,000 0.65 30-12-2010 -Do- 

Bangladesh. 

24 I.C.B Unit Fund. Shareholder 1,500,000 0.97 30-12-2010 -Do- 

25 Agrani bank Ltd. Shareholder 5,000,000 3.23 30-12-2010 -Do- 

26 Sadharan Bima Corporation Shareholder 1,000,000 0.65 30-12-2010 -Do- 

27 Grameen Capital Management Shareholder 50,000 0.03 17-10-2010 -Do- 

Ltd. 

28 Investor Grameen Capital 

Shareholder 550,000 0.35 17-10-2010 -Do- 

Management 

29 Union Caital Ltd Investors Shareholder 30,000 0.02 17-10-2010 -Do- 

30 Prime Bank Ltd Investor A/C-1 Shareholder 100,000 0.06 17-10-2010 -Do- 

31 Exim CDI Bank ltd. Shareholder 50,000 0.03 17-10-2010 -Do- 

32 Shah Mohammad Sagir Co Ltd. Shareholder 25,000 0.02 17-10-2010 -Do- 

33 Hazrat Amanat Shah Securities Shareholder 100,000 0.06 17-10-2010 -Do- 

Ltd. 

34 IIDFC Capital Ltd SMDA. Shareholder 29,500 0.02 17-10-2010 -Do- 

35 Tarc Agri Com ltd. Shareholder 10,000 0.01 17-10-2010 -Do- 

36 Mondol Fabrics Ltd. Shareholder 100,000 0.06 17-10-2010 -Do- 

37 Montrims Ltd. Shareholder 100,000 0.06 17-10-2010 -Do- 

38 Central Insurance Co Ltd. Shareholder 25,000 0.02 17-10-2010 -Do- 

39 Anowara Dress Makers Ltd. Shareholder 5,000 0.00 17-10-2010 -Do- 

40 Sonia and Sweaters Ltd. Shareholder 20,000 0.01 17-10-2010 -Do- 

41 Standard Insurance Limited. Shareholder 50,000 0.03 17-10-2010 -Do- 

42 Babul Holdings Ltd. Shareholder 10,000 0.01 17-10-2010 -Do- 

43 Reliance Finance Ltd. Shareholder 100,000 0.06 17-10-2010 -Do- 

44 Bangladesh General Insurance Co Shareholder 50,000 0.03 17-10-2010 -Do- 

Ltd. 

45 AB Bank Ltd. Shareholder 1,000,000 0.65 17-10-2010 -Do- 

46 Eastern Bank Ltd. Shareholder 200,000 0.13 17-10-2010 -Do- 

47 Agrani Equity Investment Ltd. Shareholder 34,500 0.02 17-10-2010 -Do- 

48 ICB Capital Management Ltd. (I/A) Shareholder 888,200 0.57 30-12-2010 -Do- 

49 ICML, Rajshahi Br. (I/A) Shareholder 157,700 0.10 17-10-2010 -Do- 

50 ICML, Sylhet Br. (I/A) Shareholder 243,200 0.16 17-10-2010 -Do- 

51 ICML, Bogra Br. (I/A) Shareholder 238,600 0.15 17-10-2010 -Do- 

52 ICML, Barisal Br. (I/A) Shareholder 72,000 0.05 17-10-2010 -Do- 

53 ICML, Khulna Br. (I/A) Shareholder 22,300 0.01 17-10-2010 -Do- 

54 ICML, Chittagong Br. (I/A) Shareholder 391,800 0.25 17-10-2010 -Do- 

55 ICML, Uttara Br. (I/A). Shareholder 61,500 0.04 17-10-2010 -Do- 

56 LR Global DBH First Mutual Fund Shareholder 72,500 0.05 17-10-2010 -Do- 

57 LR Global Green Delta Mutual Shareholder 572,720 0.37 17-10-2010 -Do- 

Fund 

58 LR Global AIBL 1 st Islamic Mutual Shareholder 9,000 0.01 17-10-2010 -Do- 

Fund 

59 LR Global MBL 1 st Mutual Fund Shareholder 45,780 0.03 17-10-2010 -Do- 

60 Mohananda Developers & 

Shareholder 5,000 0.00 30-12-2010 -Do- 

Consultants Ltd. 

61 Others* Shareholder 64,725,500 41.75% 17-10-2010 -Do- 

* Others include more than 7000 investors. 













78


SUBSCRIPTION AND REFUND 

a) Refund of Subscription Money 

As per SEC Notification dated February 9, 2010, the issuer shall refund application money to the unsuccessful 

applicants of the public offer by any of the following manner based on the options given by the applicant in the 

application form: 

• Through banking channel for onward deposit of the refund money into the applicant’s bank 

account as provided in the respective application form for subscription; 

Or 

• Through issuance of refund warrant in the name and address of the applicant as provided in the 

respective application form for subscription; 

“Provided that, in case of deposit into the applicant’s bank account, the applicant will bear the applicable 

service charge, if any, of the applicant’s banker, and the issuer shall simultaneously issue a letter of intimation 

to the applicant containing, among others, the date and amount remitted with details of the bank through and 

to which bank such remittance has been effected. 

b) Subscription by and Refund to Non-Resident Bangladeshi (NRB) 

i) A non-resident Bangladeshi shall apply either directly by enclosing a foreign demand draft 

drawn on a bank payable at Dhaka, or through a nominee by paying out of foreign currency 

deposit account maintained in Bangladesh or in Taka, supported by foreign currency 

encashment certificate issued by the concerned bank, for the value of securities applied for 

through crossed bank cheque marking “Account Payee only”. 

ii) 

iii) 

The value of securities applied for by such person may be paid in Taka or US dollar or UK pound 

sterling or EURO at the rate of exchange mentioned in the securities application form. 

Refund against oversubscription shall be made in the currency in which the value of securities 

was paid for by the applicant through Account Payee bank cheque payable at Dhaka with bank 

account number, Bank’s name and Branch as indicated in the securities application form. If the 

applicants’ bank accounts as mentioned in their IPO Application Forms are maintained with the 

Bankers to the Issue and other banks as mentioned, refund amount of those applicants will be 

directly credited into the respective bank accounts as mentioned in their IPO Application Forms.


AVAILABILITY OF SECURITIES 

Sl. 

No. 

A 

B 

C 

D 

Particulars 

Number Amount in Tk. 

of Shares 

20% of IPO of Ordinary Shares are reserved for affected 

small investors (r¢aNËÙÛ r¤â ¢h¢e−u¡NL¡l£) 

8,000,000 480,000,000 

10% of IPO of Ordinary Shares are reserved for Mutual 

Funds 

4,000,000 240,000,000 

10% of IPO of Ordinary Shares are reserved for Non- 

Resident Bangladeshis (NRB) 

4,000,000 240,000,000 

Remaining 60% of IPO of Ordinary Shares are reserved for 

General Public 

24,000,000 1,440,000,000 

Total 40,000,000 2,400,000,000 

1. All securities as stated in clause A, B, C and D shall be offered for subscription and subsequent allotment by 

the issuer, subject to any restriction, which may be imposed, from time to time, by the Securities and 

Exchange Commission. 

2. In case of over-subscription under any of the categories mentioned in the clause A, B, C and D, the Issue 

Manger shall conduct an open lottery of all the applications received under each category separately in 

accordance with the letter of consent issued by the Securities and Exchange Commission. 

3. In case of under-subscription under any of the 20% and 10% category as mentioned in clause A, B and C, the 

unsubscribed portion shall be added to the general public category, and, if after such addition there is 

oversubscription in the general public category the issuer and the issue manager shall jointly conduct an 

open lottery of all the applicants added together. 

4. In case of under-subscription of the public offering, the unsubscribed portion of shares shall be taken up by 

the underwriter(s). 

5. The lottery as stated in clause 2 and 3 should be conducted in the presence of the representatives of Issuer, 

Stock Exchange(s) and the applicants, if there be any. 

APPLICATION FOR SUBSCRIPTION 

1. Application for shares may be made for a minimum lot of 100 units of shares to the value of Tk. 6,000 (Taka 

Six Thousand Only) and should be made on the company’s Printed Application Forms. Application Forms and 

Prospectus may be obtained from the Registered Office of the Company, members of Dhaka Stock Exchange 

Limited, Chittagong Stock Exchange Limited, or from the Bankers to the issue. In case, adequate Forms are not 

available, applicants may use photocopied/ cyclostyled/ handwritten/typed copies of the Forms. Applications 

must not be for less than 100 units of share. Any application not meeting this criterion will not be considered 

for allotment purpose. 

2. Joint application form for more than two (2) persons will not be accepted. In the case of joint application, 

each party must sign the application form. 

3. Application must be in full name of individuals, or limited companies, or trusts or societies, and not in the 

name of minors or persons of unsound mind. Applications from of insurance, financial and market intermediary 

companies must be accompanied by Memorandum and Articles of Association of that company.


4. An applicant cannot submit more than two applications, one in his/her own name and the other jointly with 

another person. In case an applicant makes more than two applications, all applications will be treated as 

invalid and will not be considered for allotment purpose. In addition, 15% (fifteen) of the application money will 

be forfeited by the Commission and the balance amount will be refunded to the applicant. 

5. The applicant shall provide with the same bank account number in the application form as it is in the BO 

account of the application. 

6. The applicants who have applied for more than two applications using same bank account, their application 

will not be considered for lottery and the Commission will forfeit 15% of their subscription money too. 

7. Bangladeshi Nationals (including non-resident Bangladeshi Nationals working abroad) and foreign nationals 

shall be entitled to apply for the share. 

8. Payment for subscription by investors other than Non-Resident Bangladeshi may be made to the said 

branches/offices of the banks mentioned in the application forms in Cash/Cheque/Pay Order/Bank Draft. The 

Cheque/ Pay Order/ Bank Draft shall be made payable to the bank to which it is sent, be marked “Orion Pharma 

Limited” shall bear the crossing “A/C Payee Only” and must be drawn on a bank in the same town of the bank 

to which application form is deposited. 

9. All completed application forms together with remittances for the full amount, payable on application, shall 

be lodged by investors other than Non-Resident Bangladeshis with any of the branches of the Bankers to the Issue. 

10. A Non-Resident Bangladeshi (NRB) shall apply against the Public Offer either directly by enclosing a foreign 

demand draft, drawn on a bank payable at Dhaka, or through a nominee (including a Bank or a Company) by 

paying out of foreign currency deposit account maintained in Bangladesh, for the value of securities applied for. 

The value of securities applied for may be paid in Taka, US Dollars, Great Britain Pounds or Euro Dollars at the 

spot buying (TT Clean) rate of exchange prevailing the date of opening of subscription. Refund against over 

subscription of shares shall be made in the currency, in which the value of shares, applied for, was paid by the 

applicant. Shares application form against the quota for NRB shall be sent by the applicant directly along with a 

bank draft or cheque to the company at its registered office. Copies of application form and prospectus shall be 

available with the Bangladesh Embassy/High Commission in USA, UK, Saudi Arabia, UAE, Qatar, Kuwait, Oman, 

Bahrain, Malaysia, and South Korea and on the website of the SEC, Issuer Company, Issue Manager, DSE and CSE. 

11. The IPO subscription money collected from investors (other than non-resident Bangladeshis) by the Bankers 

to the Issue will be remitted to the ‘Orion Pharma Limited (IPO) SND Account No. 1501202230250001 of BRAC 

Bank Limited, Gulshan Branch for this purpose. 

12. The subscription money collected from Non-Resident Bangladeshis in US Dollars or Great Britain Pounds or 

Euro Dollars shall be deposited to three FC accounts opened by the Company for IPO purpose as follows: 

Sl. Name of the FC Accounts Currency Account No. Bank & Branch 

1. Orion Pharma Limited US Dollar 1501202230250002 BRAC Bank Limited 

2. Orion Pharma Limited Euro 1501202230250003 BRAC Bank Limited 

3. Orion Pharma Limited GBP 1501202230250003 BRAC Bank Limited 

13. In the case of over-subscription of securities to the NRB applicants, refund shall be made by the Company 

out of the “FC Account for IPO NRB Subscription”. The Company has already opened the aforesaid FC Accounts 

and shall close these accounts after refund of oversubscription, if any. 

APPLICATIONS NOT IN CONFORMITY WITH THE ABOVE REQUIREMENTS AND THE INSTRUCTIONS PRINTED ON 

THE APPLICANT FORM ARE LIABLE TO BE REJECTED. 













81


UNDERWRITERITING OF SHARES 

The Initial Public Offering (IPO) is for 40,000,000 ordinary shares Tk. 10.00 each at an issue price of Tk.60.00 

including a premium of Tk. 50.00 per share totaling to Tk. 2,400,000,000.00 of Orion Pharma Limited. As per 

guideline of the Securities and Exchange Commission, 50% of the IPO amount i.e. 20,000,000 ordinary shares of 

Tk. 10.00 each at an issue price of Tk.60.00 including a premium of Tk.50.00 per share amounting to Tk. 

1,200,000,000.00 has been underwritten by the following underwriters: 

Sl. No. Name of the underwriter No. of share undertaken Amount 

1 Agrani Equity & Investment Limited 2,000,000 120,000,000 

2 Basic Bank Limited 1,200,000 72,000,000 

3 ICB Capital Management Limited 1,910,000 114,600,000 

4 Green Delta Insurance Company Limited 2,000,000 120,000,000 

5 Prime Bank Investment Limited 350,000 21,000,000 

6 Phoenix Insurance Co. Limited 2,500,000 150,000,000 

7 Sonali Investment Limited 1,000,000 60,000,000 

8 Swadesh Investment Management Limited 500,000 30,000,000 

9 BMSL Investment Limited 800,000 48,000,000 

10 Crystal Insurance Company Limited 1,000,000 60,000,000 

11 GSP Finance Company (Bangladesh) Limited 2,000,000 120,000,000 

12 Prime Finance Capital Management Limited 300,000 18,000,000 

13 Progressive Life Insurance Company Limited 2,000,000 120,000,000 

14 Rupali Investments Limited 1,200,000 72,000,000 

15 Sonar Bangla Capital Management Limited 240,000 14,400,000 

16 Union Capital Limited 1,000,000 60,000,000 

20,000,000 1,200,000,000 

Principal Terms and Conditions of Underwriting Agreements 

1. If and to the extent that the shares offered to the public by a Prospectus authorized hereunder shall not have 

been subscribed and paid for in cash in full by the closing date, the Company shall within 10 (Ten) days of the 

closure of subscription call upon the underwriter in writing with a copy of said writing to the Securities and 

Exchange Commission, to subscribe for the shares unsubscribed by the closing date and to pay for in cash in full 

for such unsubscribed shares within 15(Fifteen) days of the date of said notice and the said amount shall have 

to be credited into shares subscription account within the said period. 

2. If payment is made by Cheque/Bank Draft by the underwriter it will be deemed that the underwriter has not 

fulfilled his obligation towards his underwriting commitment under the Agreement, until such time as the 

Cheque/Bank Draft has been en-cashed and the Company’s account has been credited. 

3. In any case within 7 (Seven) days after the expiry of the aforesaid 15 (Fifteen) days, the Company shall send 

proof of subscription and Deposit of Money by the underwriter to the Commission. 

4. In the case of failure by the underwriter to pay for the shares under the terms mentioned above, the said 

Underwriter will not be eligible to underwrite any issue, until such time as he fulfils his underwriting 

commitment under the Agreement and also other penalties as may be determined by the Commission may be 

imposed on him.


5. In case of failure by any underwriter to pay for the shares within the stipulated time, the Company/Issuer will 

be under no obligation to pay any underwriting commission under the Agreement. 

6. In case of failure by the Company to call upon the underwriter for the aforementioned purpose within the 

stipulated time, the Company and its Directors shall individually and collectively be held responsible for the 

consequence and/or penalties as determined by the Securities and Exchange Commission under the law may be 

imposed on them. 

Commission for the Underwriters 

The company shall pay to the underwriter an underwriting commission at the rate of 0. 50% of the IPO amount 

of the issue value of shares underwritten by them out of the Public Issue. 

Right of Underwriters On Company’s Board 

Underwriters have not acquired any right to have their representatives in the Board of Directors of the 

Company. 

Allotment 

The company shall issue share allotment letters to all successful applicants within 5 (five) weeks from the date 

of the subscription closing date. At the same time, the unsuccessful applicants shall be refunded with the 

application money within 5 (five) weeks from the closing of the subscription date by crediting directly to the 

recipients’ bank accounts. A compliance report shall be submitted with the Commission within 7(seven) weeks 

from the date of closure of subscription. 

Material Contracts 

a. Underwriting Agreements between the Company and the Underwriters. 

b. Issue Management Agreement between the Company and ICB Capital Management Limited. 

c. Contract between the company and Credit Rating Agency of Bangladesh (CRAB). 

Copies of the aforementioned contracts and documents and a copy of Memorandum and Articles of 

Association of the Company and the Consent Order from the Securities and Exchange Commission may be 

inspected on any working day during office hours at the Company’s Registered Office. 

Manager(s) to the Issue 

ICB Capital Management Limited is the Manager to the Issue. The Issue Manager will get Tk. 2,000,000.00 as 

issue management fee. 

Commission to the Banker to the Issue 

Commission at the rate of 0.1% of the amount collected will be paid to the Bankers to the Issue for the services 

to be rendered by them. 













83


CORPORATE DITRECOTRY 

Registered Office: 153-154 Tejgaon I/A, Dhaka 1208. 

Auditors: 

Banker 


Company’s Compliance Officer 

S F Ahmed & Co 


House # 25, Road # 13A, Block # D, 

Banani, Dhaka-1213. 

Agrani Bank Limited 

Social Islami Bank Ltd. 

Southeast Bank Ltd. 


8, Rajuk Avenue, Dhaka-1000. 

Md. Ferdous Jaman 

Company Secretary.


Investment Corporation of Bangladesh (ICB) 

NSC Tower, Purana Paltan, Dhaka. 

Chittagong Branch, Chittagong. 

Rajshahi Branch, Rajshahi. 

Khulna Branch, Khulna. 

Barisal Branch, Barisal. 

Sylhet Branch, Sylhet. 

Bogra Branch, Bogra. 

Local Office, Kashfia Plaza, Nayapaltan, Dhaka. 

Bank Asia Ltd. 

MCB Dilkusha Br., Dhaka. 

Corporate Br., Dhaka. 

Scotia Br. Karwan Bazar, Dhaka. 

Gulshan Br., Dhaka. 

MCB Banani Br., Dhaka. 

Uttara Br., Dhaka. 

Mitford Br., Dhaka. 

North South Rd Br., Dhaka. 

Dhanmondi Br., Dhaka. 

Bashundhara Br., Dhaka. 

Sylhet Main Br., Sylhet. 

Sylhet Uposhahar Br., Sylhet. 

Agrabad Branch, Chittagong. 

Khatunganj Br., Chittagong. 

MCB Sk. Mujib Road Br, Agrabad, Chittagong. 

Bahadderhat Br., Chittagong. 

Moghbazar Br., Dhaka. 

CDA Avenue Br., Chittagong. 

Station Road Br., Chittagong 

Rajshahi Br., Rajshahi. 

Khulna Br., Khulna. 

Mohakhali Br., Dhaka. 

Mirpur Br., Dhaka. 

Bogra Br., Bogra. 

Jessore Br., Jessore. 

Anderkilla Br., Chittagong. 

Shantinagar Br., Dhaka. 

Progati Sarani Br., Dhaka. 

Kamal Bazar Br., Chittagong. 

Ishwardi Branch, Pabna. 

BRAC Bank Ltd. 

Asad gate Br., Dhaka. 

Banani Br., Dhaka. 


Donia Br., Dhaka. 

Eskaton Br., Dhaka. 

Graphics Building Br., Dhaka. 


Manda Br., Dhaka. 


Narayanganj Br., Narayanganj. 

Nawabpur Br., Dhaka. 

Rampura Br., Dhaka. 

Shyamoli Br., Dhaka. 


Agrabad Br., Chittagong. 


Halishahar Br., Chittagong. 

Kazirdeuri Br., Chittagong. 

Momin Road Br., Chittagong. 





Barisal Br., Barisal. 

Zindabazar Br., Sylhet. 

Patia Branch, Chittagong. 

The City Bank Ltd. 

B.B. Avenue Branch, Dhaka. 

Dhaka Chamber Branch, Dhaka. 

Dhanmondi Branch, Dhaka. 

Shaymoli Branch, Dhaka. 

Imamagonj Branch, Dhaka. 

Johnson Road Branch, Dhaka. 

Kawranbazar Branch, Dhaka. 

New Market Branch, Dhaka. 

VIP Road Branch, Dhaka. 

Islampur Branch, Dhaka. 

Nawabgonj Branch, Dhaka 

Nawabpur Branch, Dhaka. 

Pragati Sarani Br., Dhaka. 

Tanbazar Branch, Narayangonj. 

Zinzira Br., Dhaka. 

Tongi Branch, Gazipur. 


Jubilee Road Branch, Chittagong. 

Khatungonj Branch, Chittagong. 

Andarkilla Br., Chittagong. 

Cox’s Bazar Br., Chittagong. 

Chawkbazar Br., Chittagong. 

Pahartoli Br., Chittagong. 

Comilla Branch, Comilla. 

Narsingdi Br., Narsingdi. 

Zinda Bazar Branch, Sylhet. 

Bandar Bazar Branch, Sylhet. 

Amborkhana Br., Sylhet. 

Moulvi Bazar Br., Sylhet. 



Rangpur Br., Rangpur. 

Sirajgonj Br., Sirajgonj. 




ONE Bank Limited 

Principal Branch, Dhaka. 

Motijheel Branch, Dhaka. 

Karwan Bazar Branch, Dhaka. 

Gulshan Branch, Dhaka. 

Mirpur Branch, Dhaka. 

Uttara Branch, Dhaka. 


Banani Branch, Dhaka. 

Kakrail Branch, Dhaka. 

Progoti Sarani Branch, Dhaka. 

Elephant Road Br. Dhaka. 

Jatrabari Br. Dhaka. 

Nawabgonj Br. Dhaka. 

Bangshal Br. Dhaka. 

Ganakbari (EPZ) Br. Savar, Dhaka. 

Imamganj Br. Imamganj, Dhaka. 

Narayanganj Br. Narayanganj. 

Jaypara Br. Dohar, Dhaka. 

Agrabad Br. Chittagong. 

Khatunganj Br. Khatunganj, Chittagong. 

CDA Avenue Br. Kotwali, Chittagong. 

Nanupur Bazar Br. Fatickchari, Chittagong. 

Cox’s Bazar Br, Chittagong. 

Jubilee Road Br, Chittagong. 

Chowmuhani Branch, Noakhali. 

Chandragonj Branch, Lakshmipur. 

Feni Branch, Feni. 

Raipur Branch, Lakshmipur. 

Dagon Bhuiyan Branch, Feni. 


Sherpur Branch, Moulvi Bazar. 

Islampur Branch, Sylhet. 

Jessore Branch, Jessore. 


Serajgonj Branch, Serajgonj Sadar. 

Laksham Branch, Laksham. 

Ramgonj Branch, Lakshmipur. 

Maijdee Court Branch, Noakhali. 

Banasree Branch, Dhaka. 


Shahjadpur Br. Sirajgonj. 

Jagannathpur Branch, Nadda, Dhaka. 



Basabo Branch, Sabujbag, Dhaka. 

Satkhira Br. Satkhira. 

Madhabdi Br. Narsingdi. 

Rangamati Br. Rangamati. 

Sitakunda Br. Sitakunda, Cgittagong. 

Moghbazar Br. Ramna, Dhaka. 

Trust Bank Limited. 

Radisson Water Garden Hotel Br., Dhaka. 

Narsingdi Branch, Narsingdi. 

Khulna Br., KDA Avenue, Khulan. 

Jalalabad Cantt. Br., Sylhet. 

Ashugonj Br., Ashugonj, Brahmanbaria. 

Tongi Branch, Dhaka. 

Dilkusha Corporate Br., Dhaka. 

Principle Branch, Dhaka. 

Rangpur Cantt. Br., Rangpur. 

Momenshahi Cantt. Br. Mymensingh. 

Savar Cantt. Br., Saver Cantonment, Dhaka. 

Chittagong Cantt. Br., Chittagong. 

Comilla Cantt. Br., Comilla. 

S.S. Cantt. Br., Ghatail, Tangail. 

Bogra Cantt. Br., Bogra. 

Kafrul Br., Dhaka. 

Joydebpur Branch, Dhaka. 

Chowmohoni Branch, Noakhali 

Ashulia Br. Ashulia, Dhaka. 

Kadamtali Br., Kadamtali, Chittagong. 

Mutual Trust Bank Ltd. 

Babu Bazar Branch, Dhaka. 



Dholaikhal Branch, Dhaka. 

Dilkusha Branch, Dhaka. 

Elephant Road Branch, Dhaka. 

Fulbaria Branch, Dhaka. 


Mohammadpur Branch, Dhaka. 

MTB Corporate Center Branch, Dhaka. 

Pllabi Branch, Dhaka. 

Panthapath Branch, Dhaka. 


Progati Sarani Branch, Dhaka. 

Savar Branch, Dhaka. 

Shanir Akhra Branch, Dhaka. 


Uttara Model Town Branch, Dhaka. 

Narayanganj Branch. Narayanganj 

Sonargaon Branch. Narayanganj 


Alankar Mour Branch, Chittagong. 

CDA Avenue Branch, Chittagong. 





Rangpur Branch, Rangpur. 


Pabna Branch, Pabna. 

Kushtia Branch, Kushtia 

Banker to the Issue 


Moulvi Bazar Branch,Sylhet. 

Gournadi Branch, Barisal. 


Hobigonj Branch, Hobigonj. 

IFIC Bank Limited 

Federation Branch, Dhaka. 


Moakhali Branch, Dhaka. 


Shantinagar Branch, Dhaka. 



Kawran Bazar Branch, Dhaka 

Naya Paltan Branch, Dhaka. 


Malibagh Branch, Dhaka. 

Pallabi Branch, Dhaka. 

Lalmatia Branch, Dhaka. 

Narsingdi Branch, Narsingdi 

North Brook Hall Road Br., Dhaka. 

Narayangonj Branch, Narayangonj. 

Faridpur Branch, Faridpur. 

Mymensingh Branch, Mymensingh. 

Stock Exchange Br., Motijheel, Dhaka. 

Pragati Sarani Br., Uttar Badda, Dhaka. 



Madam Bibir Hat Br., Shitakundo, Chittagong. 

Sk. Mujib Rd. Br., Chittagong 

Cox’s Bazar Branch, Cox’s Bazar 

Comilla Branch, Comilla 


Choumuhani Br., Noakhali 

B. baria Branch, Brahmanbaria. 

Rajshahi Branch, Rajshahi 

Rangpur Branch, Rangpur 

Bogra Branch, Bogra 

Pabna Branch, Pabna 

Dinajpur Branch, Dinajpur 



Boro Bazar Br., Kalibari, Khulna 

Jessore Branch, Jessore 

Barisal Branch, Barisal 

Sylhet Branch, Sylhet 

Moulvi Bazar Branch, Moulvi Bazar. 

Uposhohor Branch, Sylhet. 

Tultikar Branch, Sylhet. 

Social Islami Bank Limited 

Principal Branch, Dhaka 

Agrabad Branch, Chittagong 

Khulna Branch, Khulna 

Gulshan Branch, Dhaka 

Babu Bazar Branch, Dhaka 

Begum Rokeya Sarani Branch, Dhaka 

Sonargaon Branch, Narayangonj 

Foreign Exchange Branch, Dhaka 

Dhanmondi Branch, Dhaka 

Uttara Branch, Dhaka 

Mirpur Branch, Dhaka 

Banani Branch, Dhaka 

Islampur Branch, Dhaka 

Rampura Branch, Dhaka 

New Eskaton Branch, Dhaka 

Rasulpur Br., Dhaka 





Shahjalal Islami Bank Limited 

Dhaka Main Br., Dilkusha, Dhaka. 

Mitford Br., Mitford Road, Dhaka. 


Gulshan South Avenue Br., Gulshan, Dhaka. 


Sylhet Branch, Sylhet . 


Gulshan Br., Gulshan, Dhaka. 

Foreign Ex. Br., Motijheel, Dhaka. 

Ashkona Branch, Ashkona, Dhaka. 

Kawran Bazar Br., Dhaka. 

Banani Br., Banani, Dhaka. 

Satmasjid Road Br., Dhanmondi, Dhaka. 

Eskaton Branch, Ramna, Dhaka. 


Motijheel Br., Motijheel, Dhaka. 

Mirpur Br., Mirpur-10, Dhaka. 

Uttara Br., Uttara, Dhaka. 

Savar Br., Savar, Dhaka. 

Bangshal Br., Bangshal, Dhaka. 

Bijoynagar Br., Kakrail, Dhaka. 

Dargah Gate Branch, Sylhet. 



Corporate Branch, Dhaka. 

Imamganj Branch, Dhaka. 



New Elephant Road Br., Dhaka. 




Bangshal Branch, Dhaka. 

New Eskaton Branch, Dhaka. 

Agargaon Branch, Dhaka. 

Sat Masjid Road Branch, Dhaka. 


Aganagar Branch, Dhaka. 


Madhabdi Branch (Rural), Narshingdi. 

Ashulia Branch (Rural), Dhaka. 


Joypara Branch (Rural), Dhaka. 


Mouchak Branch, Dhaka. 

Konabari Branch (Rural), Gazipur. 


Bashundhara Branch, Dhaka. 


Rokeya Sarani Branch, Dhaka. 

Fatikchari Brnach, Chittagong. 


Moulvibazar Branch, Moulvibazar. 

Pahartali Branch, Chittagong. 

Chouhatta Branch, Sylhet. 

Laldighirpar Branch, Sylhet. 

Shahjalal Uposhahar Branch, Sylhet. 

Kulaura Brnach, Moulvibazar. 

Pathantula Branch, Sylhet. 


Khatunganj Brnach, Chittagong. 


Halishahar Branch, Chittagong. 



Cox’s Bazar Branch, Cox’s Bazar. 

Chhagalnaiya Branch, Feni. 


Chapainawabgan Branch, Chapainawabganj 

Bashurhat Branch, Noakhali. 

Momin Road Branch, Chittagong. 



Khulan Branch, Khulan. 


Rajshahi Brnach, Rajshahi. 

Naogaon Branch, Naogaon. 

Madambibir Hat Branch, Chittagong. 


National Bank Limited 


Anderkillah Branch, Chittagong. 

Bangshal Road Branch, Dhaka. 


Babubazar Branch, Dhaka. 


Barisla Branch, Barisal. 


Foreign Exchange Br, Dhaka. 


Imamgonj Branch, Dhaka. 


Jatrabari Branch, Dhaka. 




Feni Branch, Reni. 

S.K. Mojib Road Branch, Chittagong. 

Z.H. Sikder M.C. Branch, Dhaka. 

Malibag Branch, Dhaka. 


Lake Circus Branch, Dhaka. 

Tongi Brnach, Gazipur. 

Rifles Square Branch, Dhaka. 

Pagla Brazar Branch, Narayangonj. 


Muradpur Branch, Chittagong. 

Zidnabazar Branch, Sylhet. 


Mohakhali Branch, Dhaka. 






North Brooke Hall Branch, Dhaka. 

Pragati Sarani Branch, Dhaka. 


Savar Bazar Branch, Savar. 


Chawkbazar Branch, Chittagong. 

Chomuhani Branch, Chittagong. 

Pahartoli Brnach, Chittagong. 

Halishahar Branch, Chittagong 

Jubilee Road Brnach, Chaittagong. 

Tangail Branch, Tangail. 





Netaigonj Branch, Narayangonj. 



Mouvibazar Branch, Mouvibazar. 














85

INDEPENDENT AUDITOR’S REPORT 

To 

The Shareholders of Orion Pharma Limited 

We have audited the accompanying consolidated financial statements of Orion Pharma Limited 

(“the company”), and its subsidiaries which comprises Consolidated Financial Position as at 31 

December 2011 and the Consolidated Statement of Comprehensive Income, Consolidated 

Statement of Changes in equity and Consolidated Cash Flows Statement for the year ended 31 

December 2011 and also the financial statements of Orion Pharma Limited (“the company”) 

which comprises Statement of Financial Position as at 31 December 2011 and the Statement of 

Comprehensive Income, Statement of Changes in Equity and Cash Flows Statement for the year 

then ended and a summary of significant accounting policies and other explanatory notes. 

Management’s Responsibility for the Financial Statements 

Management is responsible for the preparation and fair presentation of these financial statements 

in accordance with Bangladesh Financial Reporting Standards (BFRS). This responsibility 

includes; designing, implementing and maintaining internal control relevant to the preparation and 

fair presentation of financial statements that are free from material misstatement, whether due to 

fraud and error; selecting and applying accounting policies; and making accounting estimates that 

are reasonable in the circumstances. 

Auditors’ Responsibility 

Our responsibility is to express an opinion on these financial statements based on our audit. We 

conducted our audit in accordance with Bangladesh Standards on Auditing (BSA). Those 

standards require that we comply with ethical requirements and plan and perform the audit to 

obtain reasonable assurance whether the financial statements are free from material misstatement. 

An audit involves performing procedures to obtain audit evidence about the amounts and 

disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, 

including the assessment of the risks of material misstatement of the financial statements, whether 

due to fraud or error. In making those risk assessments, the auditor considers internal control 

relevant to the entity’s preparation and fair presentation of the financial statements in order to 

design audit procedures that are appropriate in the circumstances, but not for the purpose of 

expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes 

evaluating the appropriateness of accounting policies used and the reasonableness of accounting 

estimates made by management, as well as evaluating the overall presentation of the financial 

statements. We believe that the audit evidence we have obtained is sufficient and appropriate to 

provide a basis for our audit opinion. 

The financial statements of the company's subsidiaries- Orion Holdings Ltd., Integral Energy Ltd., 

Orion Natural Care Ltd., Orion Bio Care Ltd., Orion Capital Ltd., Orion Agro Product Ltd., 

reflect total assets of BDT 136,062,227, BDT 33,018,377, BDT 12,061,694, BDT 91,033,103, 

BDT 100,216,403 and BDT 867,258,758 respectively as at 31 December 2011. These financial 

statements have been audited by other auditors whose reports have been furnished to us and our 

opinion, in so far as it relates to the amounts included in respect of the company's subsidiaries, is 

based solely on the reports of the other auditors. 













86

Opinion 

In our opinion, the consolidated financial statements along with the notes thereon and the 

financial statements of the company, drawn up on the consideration of the separate audit reports 

of the subsidiaries as at 31 December 2011, prepared in accordance with Bangladesh Financial 

Reporting Standards (BFRSs), give a true and fair view of the financial position of the company 

and its subsidiaries, and of the results of their financial performance and cash flows for the year 

ended and comply with the Companies Act 1994, the Securities and Exchange Rules 1987 and 

other applicable laws and regulations. 

We also report that: 

a) we have obtained all the information and explanations which to the best of our knowledge 

and belief were necessary for the purposes of our audit and made due verification thereof; 

b) in our opinion, proper books of account as required by law have been kept by the 

company so far as it appeared from our examination of these books; 

c) the company's Financial Position and Statement of Comprehensive Income dealt with by 

the report are in agreement with the books of account; and 

d) the expenditure incurred was for the purposes of the company's business. 

Dated, Dhaka; 

18 April 2012 

Sd/- 

S. F. Ahmed & Co. 














87

ORION PHARMA LIMITED 

Consolidated Statement of Financial Position 

As at 31 December 2011 

Notes 

Amount In BDT 

2011 

2010 

Assets 

Non-Current Assets 20,492,337,259 6,169,407,321 

Property, Plant and Equipment 5 15,737,582,089 870,361,103 

Construction Work in Progress 6 125,056,081 1,100,444 

Investment in Associates 8 362,200,800 63,820,385 

Intangible Assets 9 1,650,000 - 

Other Investments 10 4,265,848,289 5,234,125,389 

Current Assets 2,973,784,848 3,247,644,950 

Inventories 11 367,491,829 250,821,838 

Trade and Other Receivables 12 1,678,891,276 479,171,781 

Advances, Deposits & Prepayments 13 496,904,682 181,696,079 

Fixed Deposit with Banks 14 345,730,000 810,000,000 

Cash and Cash Equivalents 15 84,767,061 1,525,955,252 

Total Assets 23,466,122,107 9,417,052,271 

Equity and Liabilities 

Shareholders' Equity 11,915,361,222 8,828,474,402 

Share Capital 16 1,550,000,000 1,550,000,000 

Share Premium 6,547,500,000 6,547,500,000 

Reserves 17 2,788,227,130 427,670,068 

Retained Earnings 1,029,634,092 303,304,334 

Non - Controlling Interest 18 847,958,406 9,322,590 

Total Equity 12,763,319,628 8,837,796,992 

Non-Current Liabilities 7,192,492,582 93,039,855 

Non-current portion of secured term loan 19 6,573,486,388 - 

Advance against Equity 20 470,000,000 - 

Employee Benefits Provision 21 133,272,548 83,590,361 

Deferred Tax Liability 22 15,733,646 9,449,494 

Current Liabilities 3,510,309,897 486,215,424 

Short Term Loan 23 452,699,675 158,755,580 

Current portion of secured term loans 19 1,382,337,777 - 

Trade and Other Payable 24 693,450,779 110,632,951 

Accrued Expenses 25 981,821,666 216,826,893 

Total 23,466,122,107 9,417,052,271 

Number of Shares used to compute NAV 155,000,000 155,000,000 

Net Asset Value (NAV) Including Revaluation Surplus 76.87 56.96 

Net Asset Value (NAV) Excluding Revaluation Surplus 61.43 54.25 

The accompanying notes form an integral part of this financial statement and are to be read in conjunction therewith. 

Sd/- Sd/- Sd/- 

Managing Director Director Director 

Dated, Dhaka: 

18 April 2012 

Signed in terms of our separate report of even date annexed. 

Sd/- 


Chartered Accountants


Statement of Financial Position 


Notes 

Amount In BDT 

2011 

2010 

Assets 

Non-Current Assets 9,061,858,348 6,247,845,463 

Property, Plant and Equipment 5 2,816,409,198 870,361,103 

Construction Work in Progress 6 66,346,481 1,100,444 

Investment in Subsidiaries 7 1,366,600,000 120,600,000 

Investment in Associates 8 249,852,000 44,379,647 

Other Investments 10 4,562,650,669 5,211,404,269 

Current Assets 3,063,293,663 3,237,316,880 


Trade and Other Receivables 12 2,035,533,123 476,371,781 

Advances, Deposits & Prepayments 13 325,215,243 181,696,079 

Fixed Deposit with Banks 14 345,730,000 810,000,000 

Cash and Cash Equivalents 15 37,776,808 1,518,427,182 

Total Assets 12,125,152,011 9,485,162,343 

Equity and Liabilities 


Share Capital 16 1,550,000,000 1,550,000,000 

Share Premium 6,547,500,000 6,547,500,000 

Reserves 17 1,840,630,151 427,670,068 


Non-current Liabilities 149,006,194 93,039,855 

Employee Benefit Provision 21 133,272,548 83,590,361 

Deferred Tax Liability 22 15,733,646 9,449,494 

Current Liabilities 1,236,413,133 454,818,859 

Short Term Loans 23 426,465,591 158,755,580 

Trade Creditors 24 288,735,370 79,796,386 

Accrued Expenses 25 521,212,172 216,266,893 

Total 12,125,152,011 9,485,162,343 

Number of Shares used to compute NAV 155,000,000 155,000,000 

Net Asset Value (NAV) Including Revaluation Surplus 69.29 57.66 

Net Asset Value (NAV) Excluding Revaluation Surplus 58.48 54.95 


Sd/- Sd/- 

#REF! 

Sd/- 



Sd/- 

Dated, Dhaka: 


18 April 2012 Chartered Accountants


Consolidated Statement of Comprehensive Income 

For the year ended 31 December 2011 

Notes 

2011 

Amount In BDT 

2010 

Revenue from Net Sales 26 7,026,328,683 1,412,002,352 

Cost of Goods Sold 27 (742,176,261) (612,523,007) 

Cost of Power Generation 28 (4,198,366,496) - 

Gross Profit 2,085,785,926 799,479,345 

Operating Expenses (618,798,427) (442,457,677) 

General & Administrative Expenses 29 (185,254,826) (88,483,964) 

Selling & Distribution Expenses 30 (433,543,601) (353,973,713) 

Profit from Operation 1,466,987,499 357,021,668 

Per Operational Expenses 31 (7,484,107) (828,495) 

Financial Expenses 32 (575,586,133) (30,045,225) 

Interest & Other Income 33 443,847,578 143,504,348 

Net Profit from Operation 1,327,764,837 469,652,296 

Workers Profit Participation Fund 21.1 (42,665,576) (9,762,417) 

Net Profit before Tax 1,285,099,261 459,889,879 

Income Tax (318,150,519) (141,663,083) 

Current Tax Expenses/Income 25.1 (311,866,367) (145,560,000) 

Deferred Tax Expenses 22 (6,284,152) 3,896,917 

Net Profit after Tax 966,948,743 318,226,796 

Share of Profit from Associate 8 8,302,385 - 

Net Profit 975,251,128 318,226,796 

Less: Non Controlling Interest (share of operating profit) (55,167,414) 77,410 

Less: Pre Acquisition Profit 34 (57,110,620) - 

Net Profit After Tax Attributable to Ordinary Share 

Holder 

862,973,094 318,304,206 

Add: Other Comprehensive Income 2,279,035,106 7,326,693 

Revaluation Surplus on Property, Plant and Equipment 2,149,613,683 - 

Fair Value Gain of Marketable Securities (50,037,987) 7,326,693 

Fair Value Gain on Foreign Currency Translation 96,034,781 - 

Fair Value Gain on Investment in Associates 300,836,030 - 

Less: Non Controlling Interest (217,411,401) - 

Total Comprehensive Income Attributable to Ordinary 

Share Holder 

3,142,008,200 325,630,899 

Basic Earning Per Share (EPS) 

EPS on Continuing Operation 35 5.56 5.92 

EPS on Non Operating Income (Capital Gain) 35 0.01 0.04 

EPS on Comprehensive Income 35 14.70 0.14 

Comprehensive Income per Share 20.27 6.10 





Sd/- 

Dated, Dhaka: 




Statement of Comprehensive Income 


Notes 

Amount In BDT 

2011 

2010 

Revenue from Net Sales 26 1,762,593,863 1,412,002,352 

Cost of Goods Sold 27 (742,176,261) (612,523,007) Sd/- 

Gross Profit 1,020,417,602 799,479,345 

Operating Expenses (554,026,969) (442,457,677) 

General & Administrative Expenses 29 (120,483,368) (88,483,964) 

Selling & Distribution Expenses 30 (433,543,601) (353,973,713) 

Profit from Operation 466,390,633 357,021,668 

Financial Expenses 32 (29,300,758) (30,045,225) 

Interest & Other Income 33 443,511,407 140,704,348 

Net Profit from Operation 880,601,282 467,680,791 

Workers Profit Participation Fund 21.1 (42,665,576) (9,762,417) 

Net Profit before Tax 837,935,706 457,918,374 

Income Tax (317,550,519) (141,103,083) 

Current Tax Expenses 25.1 (311,266,367) (145,000,000) 

Deferred Tax Expenses/Income 22 (6,284,152) 3,896,917 


Share of Profit from Associate 8 5,727,120 - 


Add: Other Comprehensive Income 1,431,316,747 7,326,693 

Revaluation Surplus on Property, Plant and Equipment 1,273,839,501 - 

Fair Value Gain of Marketable Securities (50,037,987) 7,326,693 

Fair Value Gain on Investment in Associate 207,515,233 - 

Total Comprehensive Income attribute to Ordinary Share 

Holders 

Basic Earning Per Share (EPS) 

1,957,429,055 324,141,984 

EPS on Continuing Operation 35 3.39 5.89 

EPS on Non Operating Income 35 0.01 0.04 

EPS on Comprehensive Income 35 9.23 0.14 

Comprehensive Income per Share 12.63 6.07 





Sd/- 

Dated, Dhaka: 




Consolidated Statement of Changes in Equity 


Ordinary Share 

Capital 

Share Premium 

Retained 

Earnings 

(Restated) 

Reserves 

Balance at 1st January 2010 100,000,000 - 65,374,763 464,678,646 630,053,409 

Deferred Tax Expenses upto 2009 (retrospective effect as 

- 

per BAS 8) 

- 

(13,346,412) - (13,346,412) 

Restated Retained Earnings as at 01 January 2010 100,000,000 - 52,028,351 464,678,646 616,706,997 

Net Profit for the year 2010 - - 318,304,206 - 318,304,206 

Proceeds from issue of shares 1,450,000,000 - - - 1,450,000,000 

Share Premium - 6,750,000,000 - - 6,750,000,000 

Advance Income Tax on Share Premium - (202,500,000) - - (202,500,000) 

Cumulative loss of Associates upto 2010 (retrospective 

- 

effect as per BAS 8) 

- 

(111,363,495) - (111,363,495) 

Depreciation on Revaluation Surplus transfer to Retained 

- 

Earnings 

- 

44,335,271 (44,335,271) - 

Fair Value Gain on Marketable Securities - - - 7,326,693 7,326,693 

Balance at 31 December 2010 1,550,000,000 6,547,500,000 303,304,334 427,670,068 8,828,474,402 

Net profit after Tax attributable to Ordinary Shareholders - - 862,973,094 - 862,973,094 

R 

e 

v 

a 

Amount in BDT 

Total 

Pre Acquisition Profit - - - 57,110,620 57,110,620 

Revaluation Surplus on Property, Plant and Equipment - - - 1,991,305,390 1,991,305,390 

Fair Value Gain on Investment in Associates - - - 300,836,030 300,836,030 

Fair Value Gain on Foreign Currency Translation - - - 79,699,673 79,699,673 

Fair Value Loss on Marketable Securities - - - (50,037,987) (50,037,987) 

Cash Dividend for the year 2010 - - (155,000,000) - (155,000,000) 

Depreciation on Revaluation Surplus - - 18,356,664 (18,356,664) - 

Balance at 31 December 2011 1,550,000,000 6,547,500,000 1,029,634,092 2,788,227,130 11,915,361,221 


Managing Director Director Director


Statement of Changes in Equity 


Amount in BDT 

Particulars 

Retained 


Share Premium Earnings 

Capital 

(Restated) 

Reserves Total 

Balance at 1st January 2010 100,000,000 - 65374763 464678646 630,053,409 

Deferred Tax Expenses upto 2010 (retrospective 

effect as per BAS 8) - - (13,346,412) - (13,346,412) 

Restated Retained Earnings as at 01 January 

2010 100,000,000 - 52,028,351 464,678,646 616,706,997 

Net Profit for the year 2010 - - 316,815,291 - 316,815,291 

Proceeds from issue of shares 1,450,000,000 - - - 1,450,000,000 

Share Premium - 6,750,000,000 - - 6,750,000,000 

Advance Income Tax on Share Premium - (202,500,000) - - (202,500,000) 

Cumulative loss of Associates upto 2010 

(retrospective effect as per BAS 8) - - (1,045,353) - (1,045,353) 

Depreciation on Revaluation Surplus Transfer to 

Retained Earnings - - 44,335,271 (44,335,271) - 

Fair Value Gain on Marketable Securities 

- - - 7,326,693 7,326,693 

Balance at 31 December 2010 1,550,000,000 6,547,500,000 412,133,561 427,670,068 8,937,303,629 

Net Profit after Tax - - 526,112,308 - 526,112,308 

Fair Value Gain on Investment in Associates - - - 207,515,233 207,515,233 

Revaluation Surplus on Property, Plant and 

Equipment - - - 1,273,839,501 1,273,839,501 

Fair Value Loss on Marketable Securities - - - (50,037,987) (50,037,987) 

Cash Dividend for the year 2010 - - (155,000,000) - (155,000,000) 

Depreciation on Revaluation Surplus - - 18,356,664 (18,356,664) - 

Balance at 31 December 2011 1,550,000,000 6,547,500,000 801,602,533 1,840,630,151 10,739,732,684 



A. Cash Flows from Operating Activities : 

Amount In BDT 

2011 

2010 

Cash Received from Customers 5,820,154,140 1,389,229,939 

Cash paid to Suppliers (4,899,117,071) (666,671,400) 

Cash Payment for Operating Expenses (433,239,337) (440,355,700) 

Cash Generated from Operation 487,797,732 282,202,839 

Cash Payment for Income Tax (26,845,645) (24,901,562) 

Net Cash Generated/(Used) from Operating Activities 460,952,087 257,301,277 

B. Cash Flows from Investing Activities : 


Consolidated Statement of Cash Flows 


Acquisition of Property, Plant & Equipment (12,449,712,202) (304,659,494) 

Capital Work in Progress (123,955,637) - 

Investment in Subsidiaries, Associate & Securities 971,077,100 (5,214,019,394) 

Investment in FDR 464,270,000 (810,000,000) 

Interest, Dividend & Other Income 450,248,605 (93,380,149) 

Net Cash Received/(Used) in Investing Activities (10,688,072,134) (6,422,059,037) 

C. Cash Flows from Financing Activities : 

Long Term Loan Received / (Repaid) 7,955,824,165 (286,672,515) 

Short Term Loan Received / (Repaid) 293,944,095 (39,855,311) 

Share Capital Received 108,825,000 8,200,000,000 


Share Money Deposit - (200,000,000) 

Advance against equity 470,000,000 - 

Financial expenses paid (536,090,955) (30,045,225) 

Proceed from Redeemable preference share 500,000,000 - 

Dividend paid (6,570,449) - 

Net Cash Received/(Used) in Financing Activities 8,785,931,856 7,643,426,949 

Net Increase /(Decrease) in Cash & Cash Equivalents 

(A+B+C) 

(1,441,188,191) 1,478,669,189 

Cash & Cash Equivalents at the beginning of the year 1,525,955,252 47,286,063 

Cash & Cash Equivalents at the end of the year 84,767,061 1,525,955,252 

Operating Cash Flow Per Share 2.97 1.66 






Statement of Cash Flows 



Amount In BDT 

2011 

2010 

Cash Received from Customers 1,740,704,683 1,389,229,939 

Cash paid to Suppliers (758,744,375) (669,708,797) 

Cash Payment for Operating Expenses (666,296,967) (448,242,493) 

Cash Generated from Operation 315,663,341 271,278,649 

Cash Payment for Income Tax (26,285,030) (24,901,562) 

Net Cash Generated/(Used) from Operating Activities 289,378,311 246,377,087 


Acquisition of Property, Plant & Equipment (709,884,297) (304,659,494) 

Capital Work in Progress (65,246,037) - 

Investment in Subsidiaries, Associate & Securities (2,141,129,589) (5,210,623,274) 

Investment in FDR 464,270,000 (810,000,000) 

Interest, Dividend & Other Income 450,122,434 (93,380,149) 

Net Cash Received/(Used) in Investing Activities (2,001,867,489) (6,418,662,917) 


Long Term Loan Received / (Repaid) - (286,672,515) 

Short Term Loan Received / (Repaid) 267,710,011 (39,855,311) 

Share Capital Received - 8,200,000,000 

Share Money Deposit - (200,000,000) 

Financial expense paid (29,300,758) (30,045,225) 

Cash dividend paid (6,570,449) - 

Net Cash Received/(Used) in Financing Activities 231,838,804 7,643,426,949 

Net Increase /(Decrease) in Cash & Cash Equivalents 

(A+B+C) 

(1,480,650,374) 1,471,141,119 

Cash & Cash Equivalents at the beginning of the year 1,518,427,182 47,286,063 

Cash & Cash Equivalents at the end of the year 37,776,808 1,518,427,182 

Operating Cash Flow Per Share 1.87 1.59 

Sd/- 

Sd/- 

Sd/- 


1. Reporting Entity 

1.1 Company profile 


NOTES TO THE FINANCIAL STATEMENTS 

For the year ended on December 31, 2011 

Legal Status of the Company 

Orion Pharma Limited was a private limited company incorporated in Bangladesh on 

June 21, 1965. The Company was converted into a public limited company on July 24, 

2010. The registered office of the company is at 153-154, Tejgaon I/A, Dhaka-1208, 

Bangladesh. 

Nature of Business Activities 

The Company owns and operates a modern pharmaceuticals factory and produces and 

sells pharmaceuticals, drugs and medicines. 

1.2 Subsidiary Companies 

1.2.1 Orion Holding Limited 

Orion Holding Limited was incorporated on 9 December 2009 as a private limited 

company under the Companies Act 1994 with authorized share capital of Tk 150,000,000 

divided into 15,000,000 ordinary shares of Tk 10 each. Orion Pharma Ltd. possesses 

99.60% of shares. The main objective of the holding company is to invest in capital. 

Initially the Company had invested in Orion Infusion Limited and holds its 2,000,000 

Ordinary Shares. 

1.2.2 Integral Energy Limited 

Integral Energy Limited was incorporated on 18 October 2010 as a private limited 

company under the Companies Act, 1994 with authorized share capital of Tk 

300,000,000 divided into 30,000,000 ordinary shares of Tk 10 each. It is an investing 

company of IEL Consortium & Associates Limited. 

1.2.3 IEL Consortium and Associate 

IEL Consortium and Associate was incorporated on 30 June 2010 as a public limited 


4,000,000,000 divided into 35,00,00,000 Ordinary shares of Tk. 10 each and 5,00,00,000 

Fully Convertible cumulative Preference Share of Tk 10 each. IEL has completed 

implementation of a 100 MW HFO Power based Plant on quick rental basis in 

Meghnaghat, Dhaka with machineries and equipment supplied by Wartsila OY, Finland. 

The generated output of 105 MW electricity is being regularly supplied to national grid. 

Orion Pharma Ltd. holds 95% of equity share of this company. 













96

1.2.4 Orion Biocare Limited 

Orion Biocare Limited was incorporated on 24 March 2011 as a private limited company 

under the Companies Act, 1994 with authorized share capital of Tk 1,000,000,000 

divided into 100,000,000 ordinary shares of Tk 10 each. Orion Bio-care is going to set a 

most modern sophisticated state of art for pharmaceuticals plant which will produce 

veterinary drugs to meet the country’s animal health requirements. Orion Pharma Ltd 

possesses 99% share of Orion Biocare Ltd. 

1.2.5 Orion Natural Care Limited 

Orion Natural Care Limited was incorporated on 24 March 2011 as a private limited 


500,000,000 divided into 50,000,000 Ordinary shares of Tk. 10 each. The Company 

intends to manufacture and market different types of traditional ayurvedic, western 

herbal, nutraceutical & cosmetics products in the form of tablet, capsule, liquid, semi 

solid, powder, ointment, cream, medicated oil etc. The Company has also opted for 

herbal, ayurvedic & nutraceuticals medicine making with a view to taping the export 

potential as the global market for herbal medicine is huge. Orion Pharma holds 95% of 

the total paid up capital. 

1.2.6 1.2.6 Dutch Bangla Power & Associates Limited 

Dutch Bangla Power & Associates Limited was incorporated on 1 July 2010 as a public 

limited company under the Companies Act, 1994 with authorized share capital of Tk 

1,000,000,000 divided into 50,000,000 ordinary shares of Tk 10 each and 50,000,000 

Preference shares of Tk 10 each. The Company has been awarded by the Government of 

Bangladesh and BPDB to implement 100 MW HFO Power Plant on quick rental basis in 

Siddhirganj, Narayanganj with machineries and equipment supplied by Wartsila OY, 

Finland. The generated output of 105 MW electricity is being regularly supplied to 

national grid. Orion Pharma Ltd holds 67% of equity share of this Company. 

1.2.7 Orion Capital Limited 

Orion Capital Limited was incorporated on August 1, 2011 as private limited company 

under the Companies Act 1994 with an authorized capital share capital of Tk. 

250,000,000.00 divided in 25,000,000 ordinary shares of Tk. 10.00 each. Orion Pharma 

Limited owns 80.00% of shares directly and 18% through Orion Agro Product Ltd. The 

main objective of the company is to act as issue manger in the capital market. 

1.2.8 Orion Agro Products Limited 

Orion Agro Products Limited was incorporated on November 23, 2010 as private limited 

company under the Companies Act 1994 with an authorized capital share capital of Tk. 

500,000,000.00 divided in 50,000,000 ordinary shares of Tk. 10.00 each. Orion Pharma 

Limited possesses 90.00% of shares. The main objective of the company is to produce 

Agro based products like Mushroom. 













97

1.2.9 Orion Infusion Limited 

Orion Infusion Limited (OIL) was incorporated on 5 May 1983 as a public limited 


1,000,000,000 divided into 100,000,000 ordinary shares of Tk 10 each. Orion Pharma 

Limited holds 4,430,000 shares in OIL directly; 1,990,200 through its subsidiary, Orion 

Holding Limited, totaling 6,422,000. OIL manufactures and markets IV Fluid high 

intravenous medicine and intravascular saline, maintaining commitment over quality. The 

Company has been holding largest market share over the years. The plant has 

international standard production environment equipped with most modern machineries 

and fully computerized support of HVAC. 

2. Risk Exposure 

2.1 Interest Rate Risk 

Interest rate risk is the risk that Company faces due to unfavorable movements in the 

interest rates. Changes in the government’s monetary policy, along with increased 

demand for loans/investments tend to increase the interest rates. Such rises in interest 

rates mostly affect companies having floating rate loans or companies investing in debt 

securities. 


The Company borrows at fixed rate of interest. Further it has paid off its long term loans. 

Thus, its interest rate risk is marginal. 

2.2 Exchange Rate Risk 

Exchange rate risk occurs due to changes in exchange rates. As the Company imports 

materials and equipment from abroad and also earns revenue in foreign currency, 

unfavorable volatility or currency fluctuation may affect the profitability of the Company. 

If exchange rate increases against local currency, opportunity arises for generating more 

profit. 


The Company builds its exchange rate risks in its costs and prices. 













98

2.3 Industry Risks 

Industry risk refers to the risk of increased competition from foreign and domestic 

sources leading to lower prices, revenues, profit margins, market share etc which could 

have an adverse impact on the business, financial condition and results of operation. 


Management is optimistic about growth opportunity in pharmaceutical sector in 

Bangladesh. Further there is untapped market abroad. 

2.4 Market Risks 

Market risk refers to the risk of adverse market conditions affecting the sales and 

profitability of the company. Mostly, the risk arises from falling demand for the product 

or service which would harm the performance of the company. On the other hand, strong 

marketing and brand management would help the company increase their customer base. 


Management is fully aware of the market risk, and act accordingly. 

2.5 Operational Risks 

Non-availabilities of materials/equipment/services may affect the smooth operational 

activities of The Company. On the other hand, the equipment may face operational and 

mechanical failures due to natural disasters, terrorist attacks, unforeseen events, lack of 

supervision and negligence, leading to severe accidents and losses. 


The Company hedges such risks in costs and prices and also takes preventive measures 

therefore. 

3. Basis of preparation 

3.1 Basis of Measurement of Elements of Financial Statements 

The financial statements have been prepared on the Historical Cost basis, and therefore, 

do not take into consideration the effect of inflation except that arising from revaluation 

of lands, buildings & machinery as specified in note 4.2. The accounting policies, unless 

otherwise stated, have been consistently applied by the Company and are consistent with 

those of the previous year. 

3.2 Statement on Compliance with Local Laws 

The financial statements have been prepared in compliance with the requirements of the 

Companies Act, 1994, Securities and Exchange Rules, 1987 and other relevant local laws 

as applicable. 













99

3.3 Statement on Compliance of Bangladesh Accounting Standards 

The financial statements have been prepared in accordance with the applicable 

Bangladesh Accounting Standard (BASs) and Bangladesh Financial Reporting Standard 

(BFRSs) adopted by the Institute of Chartered Accountants of Bangladesh (ICAB) based 

on International Accounting Standards (IASs) and International Financial Reporting 

Standards (IFRSs). 

3.4 Going Concern 

As per BAS-1, a company is required to make assessment at the end of each year to make 

assessment of its capability to continue as going concern. Management of the Company 

makes such assessment each year. The company has adequate resources to continue in 

operation for the foreseeable future and has wide coverage of its liabilities. For this 

reason, the directors continue to adopt going concern assumption while preparing the 

financial statements. 

3.5 Accrual Basis 

The financial statements have been prepared, except cash flow information, using the 

accrual basis of accounting. 

3.6 Basis of consolidation of operations of subsidiary 

The financial statements of the company and its subsidiaries, as mentioned in note-1.2, 

have been consolidated in accordance with Bangladesh Accounting Standard (BASs) 27 

“Consolidated and Separate Financial Statements” and BFRS 3 “Business 

Combination”. Figures used in the consolidated financial statements are based on the 

audited financial statements of Orion Holding Limited, Integral Energy Limited, IEL 

Consortium and Associate Limited, Dutch Bangla and Associates Ltd., Orion Natural 

Care Ltd., Orion Bio Care Ltd, Orion Agro Product Ltd. And Orion Capital Ltd. Intragroup 

balances and unrealized income and expenses arising from intra-group 

transactions, have been eliminated in preparing the consolidated financial statements. 

3.7 Investment in Associates: 

An entity in which an investor has significant influence but which is neither a subsidiary 

nor an interest in a joint venture is classified as Investment in Associates. Equity Method 

have been followed in accordance with Bangladesh Accounting Standard (BAS) 28 

“Investments in Associates” except in respect of a listed associate which at balance sheet 

date has been re-stated at market value thereof at Dhaka Stock Exchange as per BAS 39: 

“Financial Instruments”; and also in respect of certain other associates as explained in note 8. 

3.8 Structure, Content and Presentation of Financial Statements 

Being the general purpose financial statements, the presentation of these financial 

statements is in accordance with the guidelines provided by BAS 1: “Presentation of 

Financial Statements”. A complete set of financial statements comprise: 

i) Statement of Financial Position as at December 31, 2011; 

ii) Statement of Comprehensive Income for the year ended December 31, 2011; 

iii) Statement of Changes in Equity as at December 31, 2011; 

іv) Statement of Cash Flow for the year ended December 31, 2011; and 

v) Notes comprising a summary of significant accounting policies and other 

explanatory information to the accounts for the year ended December 31, 2011. 













100

3.9 Reporting Period 

The Financial period of the company covers one year from 1 January 2011 to 

31 December 2011. 

4.0 Significant accounting policies 

4.1 Revenue 

In compliance with requirements of BAS-18: Revenue, revenue receipts from customers 

against sales is recognized when products are dispatched to customers, that is, when the 

significant risk and rewards of ownership have been transferred to buyer, recovery of the 

consideration is probable, the associated costs and possible return of goods can be 

estimated reliably and there is no continuing management involvement with the goods. 

Revenue is recognized net of value added tax, supplementary duty and service charge 

collectible from clients as well as rebate and discount allowed to customers in compliance 

with the requirements of BAS 18: “Revenue”. 

4.2 Property, Plant and Equipment 

Initial Recognition and measurement 

Property, plant and equipment are capitalized at cost of acquisition and subsequently 

stated at cost or valuation less accumulated depreciation in compliance with the 

requirements of BAS 16: Property, Plant and Equipment. The cost of acquisition of an 

asset comprises its purchase price and any directly attributable cost of bringing the assets 

to its working condition for its intended use inclusive of inward freight, duties, nonrefundable 

taxes and un-allocated expenditures etc. 

Subsequent costs 

The cost of replacing part of an item of property, plant and equipments is recognised in 

the carrying amount of an item if it is probable that the future economic benefits 

embodied within the part will flow to the company and its cost can be measured reliably. 

The costs of the day-to-day servicing of property, plant and equipment are recognised in 

the profit and loss account as `Repair & Maintenance ‘when it is incurred. 

Subsequent Measurement: 

Property, Plant and equipment are disclosed at written down value less depreciation 

consistently over years. On 31 December 2008 Land and Land Developments, Building 

and other Civil constructions and Plant and Machinery have been revalued to reflect fair 

value (prevailing market price) thereof following “Current Cost Method” subsequently 

Land and Land Developments, Building and other Civil constructions and Plant and 

Machinery have been revalued on 31 December 2011. 

Depreciation on Fixed Assets 

Depreciation is provided to amortize the cost or valuation of the assets after 

commissioning, over the period of their expected useful lives, in accordance with the 

provisions of BAS 16: Property Plant and Equipment. No depreciation is charged on 

addition during the period. Depreciation of an asset begins when it is available for use. 

Depreciation is charged on all fixed assets except land and land developments on 

reducing balance method at the following rates: 













101

Particular of Assets 

Rate of Depreciation 

Factory & Office Building 10% 

Plant & Machinery 15% 

Furniture and Equipment 15% 

Motor Vehicles 20% 

Office Equipment 15% 

Laboratory Equipments 15% 

Medical Books & Journal 10% 

Medical Bags 20% 

The gain or losses on disposal or retirement of assets are included in profit or loss when the item is 

disposed off/ derecognized. 

The fair value of the property plant and equipment on 31.12.2011 is not materially different from the 

carrying amount. 

Revaluation of fixed assets 

The Company made revaluation of the Company’s its Land and Land developments, Factory and 

Office Building and Plant and Machinery to reflect fair value thereof in terms Depreciated current 

cost thereof details of which are as follows: 



1. Land and 

Land 

development 


Office 

Building 

3. Plant and 

Machinery 

4. Other Fixed 

Assets 


Valuer 

S.F. Ahmed & 

Co. (Statutory 


year was M.A. 

Malek Siddiqui 

Wali & Co.) 

Qualification 


Chartered 

Accountants 

Date of 

Revaluation 

31 

December 

2008 

The 

carrying 

amount of 

Assets 

Value of 

Assets after 

revaluation 

Revaluation 

Surplus 

16,871,397 297,000,000 280,128,603 

22,909,547 176,197,439 153,287,892 

70,293,533 125,106,404 54,812,871 

38,968,457 38,968,457 - 

149,042,934 637,272,300 488,229,366 

Subsequent Revaluation: 



1. Land and 

Land 

development 


Office 

Building 

3. Plant and 

Machinery 


Valuer 

Syful Shamsul 

Alam & Co. 



year S.F. 

Ahmed & Co.) 

Qualification 


Chartered 

Accountants 

Date of 

Revaluation 

31 

December 

2011 

The carrying 

amount of 

Assets 

Value of 

Assets after 

revaluation 

Revaluation 

Surplus 

1,167,752,249 2,340,699,850 1,172,947,601 

144,440,015 198,198,786 53,758,771 

130,512,146 177,645,275 47,133,129 

1,442,704,410 2,716,543,911 1,273,839,501 













102

Revaluation Summary of Subsidiaries 





Office 

Building 

2. Plant and 

Machinery 


Valuer 

Syful Shamsul 

Alam & Co. 



year S.F. Ahmed 

& Co.) 

Qualification 


Chartered 

Accountants 

Date of 

Revaluation 

31 

December 

2011 

The carrying 

amount of 

Assets 

Value of 

Assets after 

revaluation 

Revaluation 

Surplus 

437,953,979 454,501,694 16,547,715 

5,092,577,451 5,361,643,867 269,066,416 

5,530,531,430 5,816,145,561 285,614,131 




1. Land and 

Land 

development 


Office 

Building 

3. Plant and 

Machinery 


Valuer 

Syful Shamsul 

Alam & Co. 




& Co.) 

Qualification 


Chartered 

Accountants 

Date of 

Revaluation 

31 

December 

2011 

The carrying 

amount of 

Assets 

Value of 

Assets after 

revaluation 

Revaluation 

Surplus 

240,343,328 541,290,000 300,946,672 

371,642,950 379,082,557 7,439,607 

5,221,749,744 5,282,979,036 61,229,292 

5,833,736,022 6,203,351,593 415,469,265 

Orion Agro Product Ltd. 




Valuer 

Qualification 


Date of 

Revaluation 

The 

carrying 

amount of 

Assets 

Value of 

Assets after 

revaluation 

Revaluation 

Surplus 

1. Land and 

Land 

development 

Syful Shamsul 

Alam & Co. 

(Statutory auditor 

at that year Habib 

Sarwar & Co.) 

Chartered 

Accountants 

31 

December 

2011 

220,544,480 320,133,000 99,588,520 

220,544,480 320,133,000 99,588,520 

The increase in the carrying amount of revalued assets is recognized in the separate component of 

equity under the head “Revaluation Surplus”. 

Other Fixed Assets were kept outside the scope of the revaluation works. These are expected to be 

realizable at written down value (WDV) thereof mentioned in the balance sheet of the Company. 













103

4.3 Inventories 

Inventories stated at lower of cost and net realizable value as prescribed by BAS-2: 

Inventories. The cost is calculated on weighted average method in a consistent manner. Costs 

comprise of expenditure incurred in the normal course of business in bringing out such 

inventories to its location and conditions. Where necessary, provision is made for obsolete, 

slow moving and defective inventories (if any) identifies at the time if physical verification 

of inventories. 

Net realizable value is based on estimated selling price less any further costs expected to be 

incurred to make the sale effective. 

4.4 Cash and Cash Equivalents 

Cash and cash equivalents consists of cash on hand and with banks on current ,deposit 

accounts, short term investments and with Brokerage house which are held and available for 

use by the company without any restriction. There is insignificant risk of change in value of 

the same. 

4.5 Earnings Per Share (EPS) 

Basic Earnings per share 

Earnings per share (EPS) is calculated in accordance with Bangladesh Accounting Standard 

BAS–33 “Earnings per Share” by dividing the profit or loss attributable to ordinary equity 

holders of the entity by the number of ordinary shares outstanding during the period. 

Diluted Earnings per Share 

For the purpose of calculating diluted earnings per shares, an entity adjust profit or loss 

attributable to each ordinary equity holders of the entity, and weighted average number of 

shares outstanding, for the effects of all dilutive potential ordinary shares. As the company 

has no dilutive potential ordinary shares, so diluted earnings per shares was not calculated. 

4.6 Foreign Currency Transactions 

Foreign currency transactions are recorded, on initial recognition in the functional currency 

at the spot exchange rate ruling at the transaction date. 

At the end of each reporting period in compliance with the provision of BAS 21: The Effects 

of Changes in Foreign Exchange Rates. 

(a) 

(b) 

(c) 

Foreign currency monetary items are translated using the closing rate. 

Non-monetary items that are measured in terms of historical costs in a foreign 

currency are translated using the exchange rate at the date of the transaction. 

Non-monetary items that are measured at fair value in a foreign currency is translated 

using the exchange rate at the date when the fair value is determined. 

Exchange differences arising on the settlement of monetary items or on translating monetary 

items at rate different from those at which they were translated on initial recognition during 

the period or in previous financial statements is recognized in profit or loss in the period in 

which they arise. 













104

4.7 Employee Benefits Provision 

Confirmed employee’s of the Company is entitled to get provident fund where the Company 

(employer)’s contribution is 10% which is recognized under Income - tax law. 

4.8 Authorization date for issuing Financial Statements 

The financial statements were authorized by the Board of Directors on 18 April 2012 for 

issue after completion of review. 

4.9 Reporting Currency 

The financial statements are prepared and presented in Bangladesh Currency (BDT), which is 

the company’s functional currency. 

4.10 Risk and Uncertainty for use of Estimates and Judgments 

The preparation of financial statements in conformity with Bangladesh Financial Reporting 

Standards requires management to make judgments, estimates and assumptions that affect 

the application of accounting policies and the reported amounts of assets, liabilities, income 

and expenses and for contingent assets and liabilities that require disclosure, during and at 

the date of the financial statements. 

Actual results may differ from these estimates. Estimates and underlying assumptions are 

reviewed on an ongoing basis. Revisions of accounting estimates are recognized in the period 

in which the estimate is revised and in any future periods affected as required by BAS 8: 

“Accounting Policies, Changes in Accounting Estimates and Errors”. 

4.11 Provisions, Accrued Expenses and Other Payables 

Provisions and accrued expenses are recognized in the financial statements in line with the 

Bangladesh Accounting Standard (BAS) 37 “Provisions, Contingent Liabilities and 

Contingent Assets” when 

• the Company has a legal or constructive obligation as a result of past event. 

• it is probable that an outflow of economic benefit will be required to settle the 

obligation. 

• a reliable estimate can be made of the amount of the obligation. 

Other Payables are not interest bearing and are stated at their nominal value 

4.12 Financial Instruments 

Financial assets include available for sale assets, held to maturity assets, assets held for 

trading, loans and receivable and cash and cash equivalent. 

Financial liabilities include borrowings, others financing and bank loan and accounts 

payables. 













105

Recognition 

An entity recognizes a financial assets or liabilities in its statement of financial position when, and only 

when, the entity becomes a party to the contractual provision of the instrument. 

Subsequent Measurement 

Asset Category 

Available for sale 

Financial assets: 

1. Investment in 

marketable 

securities. 

2. Investment in 

Associates. 

3. FDR 

Loans and 

receivables: 

1.Trade Receivable 

2.Other Receivable 

Financial liabilities 

at cost/amortized 

cost : 

1. Short term 

loan. 

2. Trade 

creditors 

3. Others 

payables. 

Description 

Financial assets that are either 

electively designated into the 

category or do not fall into 

any other category. 

Unquoted financial assets 

with fixed or determinable 

payments. 

All financial liabilities other 

than those at fair value 

through profit and loss. 

Measurement after 

initial recognition 

Fair Value 

Amortized cost/cost 

Amortized cost 

Recognition 

i) Realized gainloss/Dividend 

Income/Interest income 

to Statement of 

comprehensive income. 

ii) Unrealized gain-loss to 

Statement of 

Comprehensive Income. 

Realized gain-loss/Interest 

Income foreign currency 

gain loss to Statement of 


Realized gain-loss/Interest 

Income foreign currency 

gain loss to Statement of 


4.13 Segment Reporting 

No geographical segment reporting is applicable for the Company as required by BAS 

14:”Segment reporting”, as the Company operates in a single geographical area. 

Operational segment report is provided in Note-36. 

4.14 Statement of Cash Flow 

The Statement of Cash Flow has been prepared under `Direct Method’ in accordance 

with the requirements of BAS 7: Statement of Cash Flow. 

4.15 Related Party Disclosures 

The Company carried out a number of transactions with related parties. The information 

as required by BAS 24: “Related party Disclosure” has been disclosed in a separate notes 

to the accounts (Note-37). 













106

4.16 Taxation 

Current Tax Expenses 

Income Tax is calculated and provision is made in accordance with BAS-12. The 

corporate tax rate for the Company is 37.5%. Provision has been made and calculated on 

the above basis, which is adequate under Income Tax Ordinance, 1984. 

Deferred Tax 

Deferred tax is accounted for using the comprehensive tax balance sheet method. It is 

usually generated by temporary differences between the carrying amount of assets and 

liabilities for financial reporting purposes and their tax base. 

Deferred tax assets and liabilities are measured at the tax rate that are expected to apply 

to the periods when the assets and liabilities giving rise to them are realized or settled, 

based on the tax rates (tax law) that have been enacted or substantively enacted by the 

reporting date. The measurement reflects the consequences that would follow from the 

manner in which the group, at the reporting date, recovers or settles the carrying amount 

of its assets and liabilities. 

4.17 Contingent Assets and Liabilities 

A Contingent asset is disclosed when it is a possible asset that arises from the past events 

and whose existence will be confirmed only by the occurrence or non-occurrence of one 

or more uncertain future events not wholly within the control of the entity. 

A contingent liability is disclosed when it is a possible obligation that arises from the 

past events and whose existence will be confirmed only by the occurrence or nonoccurrence 

of one or more uncertain future events not wholly within the control of the 

entity. 

The Company has no contingent assets or liabilities which require disclosures under 

BAS:37. Contingent assets and contingent liabilities are not recognized in the financial 

statements. 

A contingent assets is disclosed as per BAS 37, where an inflow of or economic benefits 

is probable. A contingent liability is disclosed unless the possibility of an outflow of 

resources embodying economic benefits is remote. 

4.18 Restatement Financial Statements 

Last year’s financial statements have been restated by giving retrospective effect where 

necessary as per BAS 8 ‘Accounting Policies’ Changes in Accounting Estimates and 

Error’. 













107

4.19 Event after reporting period 

There were no adjusting or non-adjusting events after reporting period. 

4.20 Comparative Information 

Comparative information has been disclosed in respect of the previous year for all 

numerical information in the current financial statement. Narrative and descriptive 

information for comparative information have also been disclosed whenever it is relevant 

for understanding of current year’s financial statements. 













108

5. Property, Plant & Equipment 

Consolidated 

Particulars 

WDV as at 

01.01.2011 

Additions during the 

year 

Total as on 

31.12.2011 

Depreciation during 

the year 

Balance as at 

31.12.2011 

Land & Land Development 296,685,806 930,869,687 1,227,555,493 1,227,555,493 

Factory & Office Building 21,593,758 839,995,003 861,588,761 19,298,691 842,290,070 

Plant & Machinery 65,794,345 11,212,152,055 11,277,946,400 318,400,683 10,959,545,717 

Furniture & Fixture 6,453,508 22,872,227 29,325,735 1,230,556 28,095,179 

Office Equipments 12,945,207 26,210,352 39,155,559 4,102,358 35,053,201 

Vehicles 18,628,804 40,659,943 59,288,747 4,418,743 54,870,004 

Laboratory Equipments 4,103,744 11,310,674 15,414,418 615,562 14,798,856 

Medical Books & Journal 129,862 - 129,862 12,986 116,876 

Medical Bags 131,974 - 131,974 26,395 105,579 

Sub-Total: 426,467,008 13,084,069,941 13,510,536,949 348,105,974 13,162,430,975 

At Revaluation 

Land & Land Development 280,128,603 1,694,438,753 1,974,567,356 - 1,974,567,356 

Factory & Office Building 124,163,193 77,746,093 201,909,286 12,416,319 189,492,967 

Plant & Machinery 39,602,299 377,428,837 417,031,136 5,940,345 411,090,791 

Sub-Total: 443,894,095 2,149,613,683 2,593,507,778 18,356,664 2,575,151,114 

Total 2011 870,361,103 15,233,683,624 16,104,044,727 366,462,638 15,737,582,089 

Total 2010 606,332,061 303,559,050 909,891,111 39,530,008 870,361,103 













109

5. Property, Plant & Equipment 

The Company 

Sl. No. 

At Historical Cost 

1 Land & Land Development 296,685,806 590,937,839 - 887,623,645 - - 887,623,645 

2 Factory & Office Building 21,593,758 13,258,759 - 34,852,517 10% 2,159,376 32,693,141 

3 Plant & Machinery 65,794,345 40,924,999 - 106,719,344 15% 9,869,152 96,850,192 

4 Furniture & Fixture 6,453,508 12,353,728 - 18,807,236 15% 968,026 17,839,210 

5 Office Equipments 12,945,207 6,120,860 - 19,066,067 15% 1,941,781 17,124,286 

6 Vehicles 18,628,804 34,977,438 - 53,606,242 20% 3,725,761 49,880,481 

7 Laboratory Equipments 4,103,744 11,310,674 - 15,414,418 15% 615,562 14,798,856 

8 Medical Books & Journal 129,862 - - 129,862 10% 12,986 116,876 

9 Medical Bags 131,974 - - 131,974 20% 26,395 105,579 

A. Sub-Total: 426,467,008 709,884,297 - 1,136,351,305 19,319,039 1,117,032,266 


1 Land & Land Development 280,128,603 1,172,947,601 - 1,453,076,204 - - 1,453,076,204 

2 Factory & Office Building 124,163,193 53,758,771 - 177,921,964 10% 12,416,319 165,505,645 

3 Plant & Machinery 39,602,299 47,133,129 - 86,735,428 15% 5,940,345 80,795,083 

B. Sub-Total: 443,894,095 1,273,839,501 - 1,717,733,596 18,356,664 1,699,376,932 

Total-2011 

870,361,103 1,983,723,798 - 2,854,084,901 - 37,675,703 2,816,409,198 

Total-2010 

606,332,061 303,559,050 - 909,891,111 - 39,530,008 870,361,103 

5.1 Depreciation has been charged on different cost centers as under : 

Sl. 

No. 

Particulars Factory Rate of Dep. (%) 

General and 

Admn. 

Rate of Dep. (%) 

Selling & 

Distribution 

Rate of Dep. (%) 

At Historical Cost 

1 Land & Land Development - - - - - - 

2 Factory & Office Building 1,295,626 60% 431,875 20% 431,875 20% 2,159,376 

3 Plant & Machinery 9,869,152 100% - - - - 9,869,152 

4 Furniture & Fixture 242,007 25% 261,367 27% 464,652 48% 968,026 

5 Office Equipments 524,281 27% 815,548 42% 601,952 31% 1,941,781 

6 Vehicles 372,576 10% 2,608,033 70% 745,152 20% 3,725,761 

7 Laboratory Equipments 615,562 100% - - - - 615,562 

8 Medical Books & Journal - - - 12,986 100% 12,986 

9 Medical Bags - - - 26,395 100% 26,395 

Sub Total 12,919,204 4,116,823 2,283,012 19,319,039 


Particulars 

W.D.V. as at 

01.01.2011 

Addition During 


Depreciation 

Charged 

During the year 

Balance as at 

31.12.2011 

1 Factory & Office Building 7,449,791 60% 2,483,264 20% 2,483,264 20% 12,416,319 

2 Plant & Machinery 5,940,345 100% - - 5,940,345 

Sub Total 13,390,136 2,483,264 2,483,264 18,356,664 

Grand Total 26,309,340 6,600,087 4,766,276 37,675,703 

Disposal / 

Sale 

Total as on 

31.12.2011 

Rate of 

Dep. (%) 

Total 













110


Notes to the Financial Statements 

As at and for the year ended 31 December 2011 

Amount in BDT 

Consolidated 

The Company 

2011 2010 2011 2010 

6. Construction Work in Progress 125,056,081 1,100,444 66,346,481 1,100,444 

Opening Balance 1,100,444 - 1,100,444 - 

Add: Incurred during the year 110,696,878 1,100,444 51,987,278 1,100,444 

Less: Transferred to fixed asset during the year 13,258,759 - 13,258,759 - 

Closing Balance 125,056,081 1,100,444 66,346,481 1,100,444 

7. Investment in Subsidiaries 

Orion Holding Limited (99,60,000 Ordinary 

Shares @ Tk. 10 each) 

Integral Energy Limited (2,10,000 Ordinary 

Shares @ Tk. 100 each as share capital) 

- - 99,600,000 99,600,000 

- - 21,000,000 21,000,000 

Orion Biocare Limited (49,50,000 Ordinary 


- - 49,500,000 - 

Orion Natural care Limited (9,50,000 Ordinary 


- - 9,500,000 - 

IEL Consortium & Associates Limited(95,000,000 

Ordinary Shares @ Tk. 10 each as share capital) 

Dutch Bangla Power & Associates Limited 

(6,700,000 Ordinary Shares @ Tk. 10 each as 

share capital) 

Orion Agro Products Limited (9,000,000 Ordinary 


Orion Capital Limited(8,000,000 Ordinary Shares 

@ Tk. 10 each as share capital) 

Investment in Subsidiaries are stated at cost 

- - 950,000,000 - 

- - 67,000,000 - 

- - 90,000,000 - 

- - 80,000,000 - 

- - 1,366,600,000 120,600,000 

Share Holding Position in Subsidiaries 

Amount in BDT 

2011 

2010 

Share 

Holding % 

No. of 

share 

Value 

Value 

Orion Holdings Limited 99.60% 9,960,000 99,600,000 99,600,000 

Integral Energy Limited 70% 2,100,000 21,000,000 21,000,000 

Orion Biocare Limited 99% 4,950,000 49,500,000 - 

Orion Natural care Limited 95% 950,000 9,500,000 - 

IEL Consortium & Associate Limited 95% 95,000,000 950,000,000 - 

Dutch Bangla Power & Associates Limited 67% 6,700,000 67,000,000 - 

Orion Agro Products Limited 90% 9,000,000 90,000,000 - 

Orion Capital Limited 80% 8,000,000 80,000,000 - 

136,660,000 1,366,600,000 120,600,000 













111

8. Investment In Associates 

Orion Infusion Limited 

Amount in BDT 

Consolidated 

The Company 

2011 2010 2011 2010 

Opening Balance 62,695,385 174,058,880 43,254,647 44,300,000 

Less: Cumulative Loss Adjustment (111,363,495) (1,045,353) 

Add: Share of profit of Associate 8,302,385 - 5,727,120 

Less: Dividend @ 15% (9,633,000) - (6,645,000) 

Add: fare value adjustment of share in associates 

300,836,030 - 207,515,233 - 

362,200,800 62,695,385 249,852,000 43,254,647 

Dutch Bangla Power & Associates Ltd. 

(1,12,500 Ordinary Shares @ Tk. 10 Each) - 1,125,000 - 1,125,000 

Total 362,200,800 63,820,385 249,852,000 44,379,647 

The key Financial data of the Group's principal associates as on 31 December 2011: 

Total Revenue for 

Total Asset 

Total Outsider 

Liabilities 

the period of 1 

January to 

31December 2011 

Net Profit for the 

period of 1 January to 

31 December 2011 

Orion Infusion Limited 704,518,129 304,541,501 613,755,199 26,321,174 

Fair Value of Orion Infusion Limited's 4,430,000 shares as at 31 December 2011 is BDT 249,852,000 

Fair Value of Orion Infusion Limited's 6,422,000 shares as at 31 December 2011 is BDT 362,200,800 

Shareholding position of Associates: 

Share Holding 

% of OPL 

2011 2010 

No. of share Value Value 

Orion Infusion Limited 21.76% 4,430,000 44,300,000 44,300,000 

*Direct shares through Orion Holdings Ltd. 9.78% 1,992,000 129,758,880 129,758,880 

Dutch Bangla Power & Associates Limited 45% - - 1,125,000 

6,422,000 174,058,880 175,183,880 

*Orion Holdings Ltd. purchased 200,000 shares of Orion Infusion Ltd. at BDT 130,280,000. 

9. Intangible Asset 

Ayurvedic Licence fee of Orion Natural Care 1,650,000 - - - 

10. Other Investment 

Share Money Deposits (Note 10.1) 172,100,000 949,210,000 614,248,500 928,885,000 

Investment in Project in Progress (Note10.2) 657,374,838 22,659,995 557,374,838 22,659,995 

Investment on Marketable Securities (Note10.3) 101,518,868 151,556,855 101,518,868 151,556,855 

Interest bearing Investments (Note 10.4) 3,289,508,463 4,108,302,419 3,289,508,463 4,108,302,419 

Investment of Non Controlling Interest (Note 

10.5) 

45,346,120 521,120 - - 

Investment in Subsidiary of Integral Energy Ltd. - 1,875,000 - - 

4,265,848,289 5,234,125,389 4,562,650,669 5,211,404,269 

10.1 Share Money Deposits: 

Integral Energy Limited - - - 2,800,000 

Bon Consortium Power Company Ltd. - 237,105,000 - 237,105,000 

Orion Hospital Projects - 278,445,000 - 278,445,000 

Panbo Bangla Mushroom Ltd. - 124,938,000 - 124,938,000 

Consortium of BAJVL & Associates 22,100,000 22,100,000 22,100,000 22,100,000 

Orion Agro Product - 103,497,000 162,148,500 103,497,000 

Orion Knit Textiles Limited - 160,000,000 - 160,000,000 

Dutch Bangla Power & Associates Ltd. - - 280,000,000 - 

IEL Consortium and Associates Ltd. - 23,125,000 - - 

Digital Power & Associates Ltd. 150,000,000 - 150,000,000 - 

172,100,000 949,210,000 614,248,500 928,885,000 













112

Amount in BDT 

Consolidated 

The Company 

2011 2010 2011 2010 

10.2 Investment in Projects in Progress 

Orion Gas Ltd. 29,020,703 22,659,995 29,020,703 22,659,995 

Orion Refinery Project (BMRE of ERL Ctg.) 245,376,643 - 245,376,643 - 

New Power Project ( Coal 300 MT ) 213,676,385 - 113,676,385 - 

New Power Project ( Coal 650 MT ) 150,576,107 - 150,576,107 - 

LNG Project 18,725,000 - 18,725,000 - 

657,374,838 22,659,995 557,374,838 22,659,995 

10.3 

Investment on Marketable Securities 

AB Investment Ltd. 63,272,790 95,827,605 63,272,790 95,827,605 

Southeast Bank Capital Services Ltd. 3,400,000 5,000,000 3,400,000 5,000,000 

Island Securities Ltd. 16,958,598 22,334,025 16,958,598 22,334,025 

Bank Asia Securities Ltd. 17,641,480 28,149,225 17,641,480 28,149,225 

ICB Islami Bank Limited 246,000 246,000 246,000 246,000 

Total 101,518,868 151,556,855 101,518,868 151,556,855 

10.4 Interest bearing Investments 

IEL Consortium & Associates Ltd. - 2,272,999,500 - 2,272,999,500 

Belhasa Accom and Associates Ltd. 2,615,092,876 461,068,065 2,615,092,876 461,068,065 

Dutch Bangla Power & Associates Ltd. - 1,374,234,854 - 1,374,234,854 

Panbo Bangla Mushroom Ltd. 379,308,815 - 379,308,815 - 

Orion Knit Textile Ltd. 295,106,772 - 295,106,772 - 

Total 3,289,508,463 4,108,302,419 3,289,508,463 4,108,302,419 

Interest is charged at 13% per annum on a compound interest basis as agreed between the parties. 

10.5 Investment of Non Controlling Interest 

IEL Consortium and Associates Ltd 28,425,000 - - - 

Orion Capital Ltd. 16,400,000 - - - 

Orion Infusion Ltd 521,120 521,120 - - 

45,346,120 521,120 - 

11. Inventories 

Raw Materials 121,371,828 92,069,757 121,371,828 92,069,757 

Packing Materials 47,515,476 27,346,776 47,515,476 27,346,776 

Work-in-Process 10,533,128 11,483,424 10,533,128 11,483,424 

Finished Goods 75,677,269 67,133,308 75,677,269 67,133,308 

Stationary & Promotional Materials 19,455,385 6,572,893 19,455,385 6,572,893 

Goods in Transit 44,485,403 46,215,680 44,485,403 46,215,680 

Mobil 13,007,030 - - - 

Spare Parts 35,446,310 - - - 

Total 367,491,829 250,821,838 319,038,489 250,821,838 

12. Trade Receivable 1,297,177,260 91,002,717 112,891,897 91,002,717 

Other Receivables (Note-12.1) 381,714,016 388,169,064 1,922,641,226 385,369,064 

1,678,891,276 479,171,781 2,035,533,123 476,371,781 

This is unsecured, considered good and is falling due within one year. Classification schedule as required by schedule XI of Companies Act 1994 are as follows: 

Aging of the above balance is as follows: 

Below 180 days 1,678,891,276 479,171,781 2,035,533,123 476,371,781 

Above 180 days - - - - 

1,678,891,276 479,171,781 2,035,533,123 476,371,781 













113

Amount in BDT 

SL 

Particulars 

Consolidated 

The Company 

2011 2010 2011 2010 

I 

Accounts Receivable considered good in respect of which the 

company is fully secured 

1,297,177,260 479,171,781 112,891,897 91,002,717 

II 

Accounts Receivable considered good in respect of which the 

company holds no security other than the debtor personal security 

- - - - 

III Accounts Receivable considered doubtful or bad 

- - - - 

IV 

Accounts Receivable due by any director or other officer of the 

company 

- - - - 

V Accounts Receivable due by Common management 

- - - - 

VI 

The maximum amount of receivable due by any director or other 

officer of the company 

- - - - 

TOTAL 1,297,177,260 91,002,717 112,891,897 91,002,717 

The company did not make a provision against accounts receivable as accounts receivable are good and the amount is not a material item. 

12.01 Other Receivables 

Claim Receivable 6,321,903 4,375,636 6,321,903 4,375,636 

Divided Receivable 9,645,000 9,056,000 6,645,000 6,256,000 

Interest on FDR 5,801,475 16,140,829 5,801,475 16,140,829 

Current Account with Subsidiary and Associates (Note. 12.1.1) 226,043,908 266,127,516 1,783,033,387 266,127,516 

Current Account with other related Companies (Note. 12.1.2) 132,498,670 92,469,083 119,446,401 92,469,083 

Other Receivables 1,403,060 - 1,393,060 - 

Total: 381,714,016 388,169,064 1,922,641,226 385,369,064 

This is considered good and is falling due within one year. 

No amount was due by the directors ( including Managing Director), managing agent and other officers of the company and any of them severally or jointly with 

any other person. 

12.1.1 Current Account with Subsidiary and Associates 

Orion Infusion Ltd. 226,043,908 266,127,516 226,043,908 266,127,516 

Orion Holdings Ltd. - - 30,836,565 - 

Integral Energy Ltd. - - 3,327,124 - 

IEL Consortium & Associates Ltd. - - 140,109,411 - 

Orion Natural Care Ltd. - - 3,626,432 - 

Orion Bio Care Ltd - - 35,152,128 - 

Dutch Bangla Power & Associate Ltd. - - 1,343,712,869 - 

Orion Capital Ltd. - - 224,950 - 

226,043,908 266,127,516 1,783,033,387 266,127,516 

12.1.2 Current Account with other related Companies 

Orion Properties Ltd. 19,842,454 19,740,816 19,842,454 19,740,816 

Belhasa Accom JV Ltd. 23,525,292 16,198,680 23,525,292 16,198,680 

Jafflong Tea Company 62,628,605 56,529,587 62,628,605 56,529,587 

Orion Consortium & Associates Ltd. 13,450,050 - 13,450,050 - 

Orion Knit Textiles Ltd 10,000,000 - - - 

Interior Accom Consortium Limited 

40,500 - - - 

Digital Power & Associate Ltd. 

3,769 - - - 

Rock Asset Management Ltd. 

8,000 - - - 

Belhasa Accom & JV Ltd. 

3,000,000 - - - 

132,498,670 92,469,083 119,446,401 92,469,083 













114

Amount in BDT 

Consolidated 

The Company 

2011 2010 2011 2010 

13. Advances, Deposits & Prepayments 

Advances: 331,792,862 155,976,602 294,431,984 155,976,602 

Advance Income Tax (Note-13.1) 80,761,324 68,592,985 80,200,709 68,592,985 

Advance Imprest Money 136,450 197,000 136,450 197,000 

Mobilization Advances 6,448,000 - - - 

Motor Cycle Advance 23,054,781 15,123,811 23,054,781 15,123,811 

Advance Car Loan 765,527 - 765,527 

Collection Advance 29,875,135 - 29,875,135 - 

Advance to Suppliers and C&F Agents 54,184,703 29,092,514 31,770,349 29,092,514 

Advance against Land Purchase 39,311,375 - 39,311,375 - 

Advance against Imported Machineries 31,100,763 - 25,613,783 - 

Advance Share Issue Cost 56,738,655 39,941,675 56,738,655 39,941,675 

Advance House Rent 3,562,990 2,263,090 3,362,990 2,263,090 

Advance for Finished Products 217,091 - - - 

Advance against cash purchase 114,957 - 114,957 - 

Employee Advance 6,286,638 - 4,252,800 - 

Deposits: 158,097,077 25,719,477 30,783,259 25,719,477 

Earnest Money 231,353 232,353 231,353 232,353 

Security Deposit 2,924,395 2,831,009 2,924,395 2,831,009 

Bank Guarantee Margin 127,106,290 19,606,290 19,606,290 19,606,290 

L/C Margin 19,813,818 - - 0 

VAT Current Account 146,216 532,478 146,216 532,478 

Lease Deposit 7,875,005 2,517,347 7,875,005 2,517,347 

Prepayments: 

Insurance Premium 7,014,743 - - - 

Total: 496,904,682 181,696,079 325,215,243 181,696,079 

13.1 Advance Income Tax 


Add: Addition during the year 26,845,645 32,749,293 26,285,030 32,749,293 

95,438,630 68,592,985 94,878,015 68,592,985 

Less: AIT Adjust during the year 14,677,306 - 14,677,306 - 

Closing Balance 80,761,324 68,592,985 80,200,709 68,592,985 

No amount was due by the directors ( including Managing Director), managing agent and other officers of the company and any of them severally or jointly with 

any other person. 

No amount was due by any associated undertaking, This is considered good and is falling due within one year. 

14. Fixed Deposit with Banks (Annexure B) 

Basic Bank Ltd. ,Dhanmondi Branch, Dhaka 106,740,000 100,000,000 106,740,000 100,000,000 

Southeast Bank Ltd., Satmashjid Road Branch, 

Dhaka 

108,775,000 100,000,000 108,775,000 100,000,000 

Agrani Bank, WASA Branch, Dhaka 107,180,000 100,000,000 107,180,000 100,000,000 

United Commercial Bank, Mohammadpur, Dhaka 

21,035,000 10,000,000 21,035,000 10,000,000 

Social Islami Bank Ltd., Principal Branch, Dhaka. 2,000,000 250,000,000 2,000,000 250,000,000 

Social Islami Bank Ltd., Principal Branch, Dhaka. - 250,000,000 - 250,000,000 

345,730,000 810,000,000 345,730,000 810,000,000 

15. Cash and Cash Equivalents 

Cash in Hand (15.1) 9,351,522 12,428,226 7,006,992 7,907,291 

Cash at Brokerage House (15.2) 89,548 97,767 89,548 97,767 

Balance with Banks on Account (Annex-C) 75,325,991 1,513,429,259 30,680,268 1,510,422,124 

Short Term Deposit Account 20,307,528 43,593,892 19,633,432 43,593,892 

Current Account 55,018,463 1,469,835,367 11,046,836 1,466,828,232 

Total: 84,767,061 1,525,955,252 37,776,808 1,518,427,182 

15.01 Cash in Hand 

Head Office 7,423,101 10,012,376 5,078,571 5,491,441 

Depot Office 1,928,421 2,415,850 1,928,421 2,415,850 

9,351,522 12,428,226 7,006,992 7,907,291 













115

Amount in BDT 

Consolidated 

The Company 

2011 2010 2011 2010 

15.02 Cash at Brokerage House 

Bank Asia Securities Ltd. 63,409 69,445 63,409 69,445 

Island Securities Ltd. 26,139 28,322 26,139 28,322 

Total: 89,548 97,767 89,548 97,767 

16. Share Capital 

Authorized Capital 

50,00,00,000 Ordinary Shares of Tk. 10 each 5,000,000,000 5,000,000,000 5,000,000,000 5,000,000,000 

Subscribed and Paid-up Capital 

15,50,00,000 Ordinary Shares of Tk. 10 each 1,550,000,000 1,550,000,000 1,550,000,000 1,550,000,000 

Shareholding Position of the Company Percentage 2011 2010 

% No of Shares Amount BDT Amount BDT 

Sponsor Shareholders 46.31 71,780,500 717,805,000 717,805,000 

Institutional Shareholders 22.79 35,324,500 353,245,000 353,245,000 

Individual Shareholders 30.90 47,895,000 478,950,000 478,950,000 

100.00 155,000,000 1,550,000,000 1,550,000,000 

Share Holding Position in Subsidiary Company 

Orion Holdings Limited 

Number of 

shares 

2011 

Face value 

in BDT 

% of total 

holding 

Face value 

in BDT 


holding 

Orion Pharma Limited 9,960,000 99,600,000 99.60% 99,600,000 99.60% 

Mohammad Obaidul Karim 10,000 100,000 0.10% 100,000 0.10% 

Mrs. Arzuda Karim 10,000 100,000 0.10% 100,000 0.10% 

Salman Obaidul Karim 10,000 100,000 0.10% 100,000 0.10% 

Mrs. Zerin Karim 10,000 100,000 0.10% 100,000 0.10% 

10,000,000 100,000,000 100% 100,000,000 100% 

2010 

Integral Energy Limited 

Number of 

shares 

2011 

Face value 

in BDT 


holding 

Face value 

in BDT 

2010 


holding 

Orion Pharma Limited 210,000 21,000,000 70% 21,000,000 70% 

Salman Obaidul Karim 60,000 6,000,000 20% 6,000,000 20% 

Mrs. Nudrat S Karim 30,000 3,000,000 10% 3,000,000 10% 

300,000 30,000,000 100% 30,000,000 100% 

IEL Consortium & Associates Limited 

Number of 

shares 

2011 2010 

Face value 

in BDT 


holding 

Orion Pharma Limited 95,000,000 950,000,000 95.00% 

Face value 

in BDT 


holding 

Integral Energy Limited 3,000,000 30,000,000 3.00% 1,875,000 75.0% 

Jafflong Tea Company Limited 500,000 5,000,000 0.50% 25,000 1.0% 

Mr. Mohammad Obaidul Karim 500,000 5,000,000 0.50% 25,000 1.0% 

Mr.Salman Obaidul Karim 500,000 5,000,000 0.50% 25,000 1.0% 

Mrs. Arzuda Karim 350,000 3,500,000 0.35% 25,000 1.0% 

Mrs.Nudrat S Karim 100,000 1,000,000 0.10% 25,000 1.0% 

Haarhuis Genertoren B.V. 50,000 500,000 0.05% 500,000 0.20 

100,000,000 1,000,000,000 100% 2,500,000 100% 













116

Orion Biocare Limited 

Number of 

shares 

2011 

Face value 

in BDT 


holding 

Face value 

in BDT 


holding 

Orion Pharma Limited 4,950,000 49,500,000 99.00% - 0% 

Mohammad Obaidul Karim 20,000 200,000 0.40% - 0% 

Mrs. Arzuda Karim 15,000 150,000 0.30% - 0% 

Salman Obaidul Karim 15,000 150,000 0.30% - 0% 

5,000,000 50,000,000 100% - 0% 

2010 

2011 2010 

Orion Natural Care Limited 

Number of 

shares 

Face value 

in BDT 


holding 

Face value 

in BDT 


holding 

Orion Pharma Limited 950,000 9,500,000 95.00% - 0% 

Mohammad Obaidul Karim 20,000 200,000 2.00% - 0% 

Mrs. Arzuda Karim 15,000 150,000 1.50% - 0% 

Salman Obaidul Karim 15,000 150,000 1.50% - 0% 

1,000,000 10,000,000 100.00% - 0% 

2011 2010 

Dutch Bangla Power & Associates Limited 

Number of 

shares 

Face value 

in BDT 


holding 

Face value 

in BDT 


holding 

Orion Pharma Limited 6,700,000 67,000,000 67.00% 1,125,000 67% 

Dutch Bangla Power Limited 2,987,500 29,875,000 29.88% 625,000 30% 

Shenzhen Nanshan Power Company Ltd. 50,000 500,000 0.50% 500,000 1% 

Mohammad Obaidul Karim 100,000 1,000,000 1.00% 50,000 1% 

Salman Obaidul Karim 100,000 1,000,000 1.00% 50,000 1% 

Mrs. Nudrat S Karim 50,000 500,000 0.50% 25,000 1% 

Jamal Uddin Ahmed Chowdhury 12,500 125,000 0.13% 125,000 0% 

10,000,000 100,000,000 100% 100,000,000 100% 

Orion Agro Product Limited 

Number of 

shares 

2011 

Face value 

in BDT 


holding 

Face value 

in BDT 


holding 

Orion Pharma Limited 9,000,000 90,000,000 90.00% - 0% 

Mohammad Obaidul Karim 500,000 5,000,000 5.00% 5,000,000 50% 

Mrs. Arzuda Karim 250,000 2,500,000 2.50% 2,500,000 25% 

Salman Obaidul Karim 250,000 2,500,000 2.50% 2,500,000 25% 

10,000,000 100,000,000 100.00% 10,000,000 100% 

2010 

Orion Capital Limited 

Number of 

shares 

2011 

Face value 

in BDT 


holding 

Face value 

in BDT 


holding 

Orion Pharma Limited 8,000,000 80,000,000 80% - - 

Orion Agro Product Limited 2,000,000 20,000,000 20% - - 

10,000,000 100,000,000 100% - 0% 

2010 

Shareholders position in Associate Companies: 

2011 2010 

Orion Infusion Limited 

Number of 

shares 

Face value 

in BDT 


holding 

Face value 

in BDT 


holding 

Orion Pharma Limited 4,430,000 443,000,000 22% 443,000,000 22% 

Mohammad Obaidul Karim 658,800 65,880,000 3% 65,880,000 3% 

Mrs. Arzuda Karim 1,179,600 117,960,000 6% 117,960,000 6% 

Salman Obaidul Karim 6,000 600,000 0% 600,000 0% 

Mrs. Zerin Karim 4,000 400,000 0% 400,000 0% 

Belhasa Accom & Associates Ltd. 1,000,000 100,000,000 5% 100,000,000 5% 

Orion Holdings Ltd. 2,000,000 200,000,000 10% 200,000,000 10% 

IDB 400,000 40,000,000 2% 40,000,000 2% 

Others 10,681,360 1,068,136,000 52% 1,068,136,000 52% 

20,359,760 2,035,976,000 100% 2,035,976,000 100% 













117

Amount in BDT 

17. Reserves 

Consolidated 

The Company 

2011 2010 2011 2010 

Fair Value Gain on Investment in Associates 300,836,030 207,515,233 - 

Fair Value Loss on Marketable Securities (42,711,294) 7,326,693 (42,711,294) 7,326,693 

Revaluation surplus on Property, Plant and Equipment 2,393,292,101 420,343,375 1,675,826,212 420,343,375 

Fair Value Gain on Foreign Currency Translation 79,699,673 - - - 

Pre Acquisition Profit 57,110,620 - - - 

2,788,227,130 427,670,068 1,840,630,151 427,670,068 

18. Non Controlling Interest 

Convertible Preference Share Capital (18.01) 500,000,000 - - - 

Ordinary Share Capital 118,225,000 9,400,000 - - 

Share of Operating Profit 55,090,005 - - - 

Share of Pre Acquisition Profit 11,780,042 - - - 

Share of Post Acquisition Profit 43,309,962 (77,410) - - 

Share of Comprehensive Income 174,643,401 

Revaluation Surplus 158,308,293 - - - 

Fair Value Gain on Foreign Exchange 16,335,108 - - - 

847,958,406 9,322,590 - - 

18.01 Fully Convertible Preference Share Capital 500,000,000 - - - 

13% Fully Convertible Preference Share Capital 

50,000,000 Preference Shares of Tk. 10 each 

Agrani Bank Ltd, Head office, Dilkusha, Dhaka. 

IEL Consortium and Associates Ltd. issued fully convertible cumulative preference shares amounting BDT 50.0 crore to The Agrani Bank Limited on 31 October 

2011. The terms and conditions of the preference shares are as follows: 

Nature of the debt Securities: 13% fully convertible cumulative preference shares 

Total No. of Securities: 50,000,000 

Par Value: BDT 10.0 each 

Rate of Dividend: 13% per annum 

Convertibility Option: Fully converted into ordinary share at per at the time of IPO 

Security package 

i. Personal guarantee 

ii. Lien of Shares 

iii. Corporate Guarantee 

19. Secured Term Loan 

Syndicate and Other Term Loan (Annexure- D) 7,955,824,165 - - - 

Agrani Bank Limited - Principal Branch 

4,141,692,519 - - - 

Janata Bank Limited 

1,913,923,658 - - - 

United Leasing Co Ltd 

99,281,734 - - - 

SABINCO 

202,708,334 - - - 

Bangladesh Commerce Bank Ltd. 

153,629,167 - - - 

Rupali Bank Ltd.- Principal Branch 

939,095,931 - - - 

IDCP 

153,935,063 - - - 

SIBL 351,557,759 - - - 

Less: Current Portion of Syndication Loan 1,382,337,777 - - - 

6,573,486,388 - - - 

20. Advance against Equity 

Investment Corporation of Bangladesh (ICB) (Note-20.1) 350,000,000 - - - 

Other Existing Directors of Dutch Bangla Power 

and Associates 

120,000,000 - - - 

470,000,000 - - - 













118

20.1 

The Company has taken BDT 35.0 crore out of sanctiond amount BDT 70.00 crore from Investment Corporation of Bangladesh (ICB)on 5 December 2011. The 

terms and conditions of the advance against equity are as follows: 

Nature of the debt Securities: 13% interest bearing advance against equity 

Interest Repayment Term: payable six monthly 

Rate of Interest: 13% per annum 

Condition: Entering into IPO within one year 

c. Security package 

i. Personal guarantee 

ii. Lien of Shares 

iii. Corporate Guarantee 

iv. Pari-passu agreement 

Consolidated 

Amount in BDT 

The Company 

21. Employee Benefits Provision 2011 2010 2011 2010 

Contributory Provident Fund 79,187,826 72,236,025 79,187,826 72,236,025 

Employee Welfare Fund 1,656,730 1,591,919 1,656,730 1,591,919 

Workers Profit Participation Fund (21.01) 52,427,992 9,762,417 52,427,992 9,762,417 

Total: 133,272,548 83,590,361 133,272,548 83,590,361 

21.01 Workers Profit Participation Fund 

Opening Balance 9,762,417 - 9,762,417 - 

Add: Addition for the year 41,933,394 9,762,417 41,933,394 9,762,417 

Add: Interest @ 7.5% 732,181 - 732,181 - 

52,427,992 9,762,417 52,427,992 9,762,417 

22. Deferred Tax Liability 

Particular 

Tax base 

Accounting base 

Taxable Temporary 

Difference 

Deferred tax Liability 

2011 

Written Down Value of Fixed Assets 187,452,232 229,408,621 (41,956,389) (15,733,646) 

Deferred Tax Expenses for 2011 

Closing Deferred tax Liability 15,733,646 

Opening Deferred tax Liability 9,449,494 

6,284,151 

Particular 

Tax base 



Difference 


2010 


Deferred Tax Expenses for 2010 

Closing Deferred tax Liability 9,449,494 

Opening Deferred tax Liability 13,346,412 

(3,896,917) 

Particular 

Tax base 



Difference 


2009 














119

Consolidated 

Amount in BDT 

The Company 

2011 2010 2011 2010 

23. Short Term Loans 

LIM, Agrani Bank Ltd. (WASA Corp.. Branch, Dhaka) 46,082,691 40,616,884 46,082,691 40,616,884 

Cash Credit (H) - 48, Agrani Bank Ltd. 

( WASA Corp.. Branch, Dhaka) 

258,301,943 364,778 258,301,943 364,778 

Cash Credit ( P ) - 527, Agrani Bank Ltd. 

(WASA Corpt.Branch,Dhaka) 

60,018,944 58,923,278 60,018,944 58,923,278 

Loan from Contributory Provident Fund 25,007,958 26,697,216 25,007,958 26,697,216 

Loan Against purchase of marketable securities 37,054,055 32,153,424 37,054,055 32,153,424 

Payment Against Documents ( Agrani Bank Ltd.) 26,234,084 - - - 

Total: 452,699,675 158,755,580 426,465,591 158,755,580 

24. Trade and Other Creditors 

Goods Suppliers & Manufacturer 230,099,524 72,003,847 123,652,384 72,003,847 

Other Payable (Note-24.1) 463,351,255 38,629,104 165,082,986 7,792,539 

Total: 693,450,779 110,632,951 288,735,370 79,796,386 

24.1 Other Payable 

Withholding Tax 42,026,636 7,792,539 36,164,762 7,792,539 

Withholding VAT 5,730,244 - 973,073 - 

Retain Money 765,222 - - - 

Others 370,258,384 - 127,945,151 - 

Construction Expenses 5,495,983 - - - 

Current Account - Inter Company (24.1.1) 39,074,786 30,836,565 - - 

Total: 463,351,255 38,629,104 165,082,986 7,792,539 

24.1.1 Current Account - Inter Company 

Belhasa Accom & Associates Limited 24,027,402 - - - 

Panboo Bangla Mushroom Ltd. 15,047,384 - - - 

Others - 30,836,565 - - 

39,074,786 30,836,565 - - 

These are unsecured, payable within one year. 

25. Accrued Expenses 

Salary and Wages payable 43019132 31,247,558 40,072,254 31,247,558 

Depot Expenses Payable 2085836 1,893,752 2,085,836 1,893,752 

Director Remuneration Payable 1698788 2,825,000 1,698,788 2,825,000 

Office rent payable 540700 500,575 540,700 500,575 

Mobile bill payable 773450 779,596 773,450 779,596 

Payable for final settlement of employee 2473977 2,083,421 2,473,977 2,083,421 

Utilities Payable 684305 558,969 684,305 558,969 

Audit Fee 1222500 500,000 500,000 500,000 

Provision for Income Tax ( 25.1) 472,749,061 175,560,000 471,589,061 175,000,000 

Motorcycle Expenses 741551 878,022 741,551 878,022 

Other Expenses 1972339 - 52,250 - 

Insurance 160616 - - - 

Provision for OMS 7367205 - - - 

Bank Interest Payable 351938256 - - - 

Dividend on Preference share 9919178 - - - 

IDPC Interest 29576000 - - - 

Retention Money 

Loan arrangement Fees 

14792522 - - - 

40106250 - - - 

981,821,666 216,826,893 521,212,172 216,266,893 

25.1 Provision for Income Tax 


Add: Addition during the year 311,866,367 145,560,000 311,266,367 145,000,000 

Less: AIT Adjusted during the year (14,677,306) - (14,677,306) - 

Less: Payment during the year - - - - 

472,749,061 175,560,000 471,589,061 175,000,000 













120

Amount in BDT 

Consolidated 

The Company 

2011 2010 2011 2010 

26. Revenue (Turnover) from Net Sales 

Local Sales 1,739,984,994 1,384,693,582 1,739,984,994 1,384,693,582 

Export Sales 22,608,869 27,308,770 22,608,869 27,308,770 

Revenue from power generation (Note-26.1) 5,263,734,820 - - - 

Total (Turnover) from Net Sales 7,026,328,683 1,412,002,352 1,762,593,863 1,412,002,352 

26.1 Revenue from power generation 

Fixed Rental Charge 3,110,698,723 - - - 

Variable Energy Payment 2,153,036,097 - - - 

5,263,734,820 - - - 

27. Cost of Goods Sold 

Raw Materials consumed (27.1) 423,830,671 363,420,325 423,830,671 363,420,325 

Packing Materials consumed (27.2 ) 184,290,585 143,038,704 184,290,585 143,038,704 

Work In Process - Opening 11,483,424 5,104,559 11,483,424 5,104,559 

Work In Process - Closing (10,533,128) (11,483,424) (10,533,128) (11,483,424) 

Total Consumption 609,071,552 500,080,164 609,071,552 500,080,164 

Factory Overhead Expenses (27.3 ) 147,597,358 122,596,174 147,597,358 122,596,174 

Cost of Goods Manufactured 756,668,910 622,676,338 756,668,910 622,676,338 

Add: Opening Stock of Finished Goods 67,133,308 64,046,683 67,133,308 64,046,683 

Cost of Goods Available for Sale 823,802,218 686,723,021 823,802,218 686,723,021 

Less: Closing Stock of Finished Goods 75,677,269 67,133,308 75,677,269 67,133,308 

Less: Cost of Physician Sample 5,948,688 7,066,706 5,948,688 7,066,706 

Cost of Goods Sold 742,176,261 612,523,007 742,176,261 612,523,007 

Materials consumed include imported materials at 76.83 % of the total (2010 80.92%). 

All employees get salary at Tk. 3,000 per month and above. 

27.1 Raw Materials Consumed 

Opening Stock 92,069,757 55,352,222 92,069,757 55,352,222 

Add: Purchase during the year 453,132,742 400,137,860 453,132,742 400,137,860 

Goods Available for use 545,202,499 455,490,082 545,202,499 455,490,082 

Less: Closing Stock 121,371,828 92,069,757 121,371,828 92,069,757 

Consumed during the year 423,830,671 363,420,325 423,830,671 363,420,325 

27.2 Packing Materials Consumed 

Opening Stock 27,346,776 31,994,538 27,346,776 31,994,538 

Add: Purchase during the year 204,459,285 138,390,942 204,459,285 138,390,942 

Goods Available for use 231,806,061 170,385,480 231,806,061 170,385,480 

Less: Closing Stock 47,515,476 27,346,776 47,515,476 27,346,776 

Consumed during the year 184,290,585 143,038,704 184,290,585 143,038,704 

27.3 Factory Overhead Expenses 

Salary, Wages & Other Allowances 63,202,426 45,458,455 63,202,426 45,458,455 

Utilities 5,262,071 4,864,051 5,262,071 4,864,051 

Repairs & Maintenance 14,250,775 8,419,397 14,250,775 8,419,397 

Fuel & Lubricants 8,052,382 4,201,753 8,052,382 4,201,753 

Printing & Stationery 5,248,703 3,478,091 5,248,703 3,478,091 

Traveling & Conveyance 3,127,563 1,927,852 3,127,563 1,927,852 

Entertainment 222,768 30,871 222,768 30,871 

Workers' Food Expenses 15,180,449 11,053,669 15,180,449 11,053,669 

Uniform, Liveries & Others 778,066 509,058 778,066 509,058 

Cleaning & Washing 418,157 298,082 418,157 298,082 

Carrying Inward 416,942 171,820 416,942 171,820 

Telephone & Postage 679,986 614,280 679,986 614,280 

Research & Development 170,259 853,710 170,259 853,710 

Miscellaneous Expenses 80,622 2,038,393 80,622 2,038,393 

Insurance Premium 210,668 899,415 210,668 899,415 

Fees & Taxes 260,263 347,475 260,263 347,475 

Spare Parts 1,633,221 2,281,415 1,633,221 2,281,415 

Depreciation (Notes-5.1) 26,309,340 33,572,387 26,309,340 33,572,387 

Godown Rent 962,500 1,576,000 962,500 1,576,000 

Lease Rent 1,130,197 - 1,130,197 - 

Total: 147,597,358 122,596,174 147,597,358 122,596,174 













121

28. Cost of Generation 

Amount in BDT 

Consolidated 

The Company 

2011 2010 2011 2010 

Materials 3,708,701,187 - - - 

Hyper Furnace Oil ( HFO ) 3,560,307,068 - - - 

Mobil 148,394,119 - - - 

- 

Plant Overhead 

489,665,308 - - - 

O & M Service 120,464,604 - - - 

Salaries & Allowances 

11,389,888 - - - 

Entertainment 

365,867 - - - 

Plant Office Transport 

370,428 - - - 

Plant Office Utilities 

1,604,747 - - - 

Plant Office Communication 

1,231,838 - - - 

Fees & Taxes 

1,117,152 - - - 

Stationary, Accessories & Supplies 

593,654 - - - 

Security Service 

4,987,061 - - - 

Travelling & Conveyance 

2,709,225 - - - 

Repair & Maintenance 

1,447,475 - - - 

Insurance , Taxes & Duties 

13,664,299 - - - 

Depreciation 

328,786,936 - - - 

Miscellaneous Exp. 

932,135 - - - 

4,198,366,496 - - - 

29. General & Administrative Expenses 

Salaries, Allowance & Bonus 48,929,833 35,242,246 46,570,080 35,242,246 

Director's Remuneration 17,220,000 12,900,000 17,220,000 12,900,000 

Printing & Stationery 4,748,125 4,325,887 4,680,444 4,325,887 

Office Rent 880,718 - 681,000 - 

Postages, Telephone & Fax 4,831,358 3,827,398 4,663,615 3,827,398 

Fees and Taxes 2,213,791 151,450 630,220 151,450 

Fooding & Other Expenses 6,933,227 5,158,752 6,933,227 5,158,752 

Audit Fees 1,597,500 500,000 1,000,000 500,000 

News Paper & Periodicals 91,252 71,028 91,252 71,028 


Repairs & Maintenance 5,047,874 3,271,603 4,933,189 3,271,603 


Insurance Premium 1,744,959 1,512,869 1,744,959 1,512,869 

Software Consultancy & Other Fees 1,712,250 1,222,260 1,672,250 1,222,260 

Miscellaneous Expenses 1,996,238 1,009,979 1,416,591 1,009,979 


Overseas Travel & Training Expenses 3,326,194 2,343,490 3,332,103 2,343,490 

Bank Charges & Commission 10,400,806 1,017,600 1,140,162 1,017,600 

Entertainment 2,735,727 - 1,945,067 - 

AGM Expenses 660,117 - 660,117 - 

Utility 3,249,014 3,037,397 3,068,908 3,037,397 

Security Guard Expenses 1,760,113 287,729 1,532,117 287,729 

Advertisement and Publicity 12,736,096 - - - 

Event Management fees 3,739,593 - - - 

Liquidity Demurrage 31,252,220 - - - 

Total: 185,254,826 88,483,964 120,483,368 88,483,964 














122

Amount in BDT 

Consolidated 

The Company 

2011 2010 2011 2010 

30. Selling & Distribution Expenses 

Salaries, Allowance & Bonus 249,792,372 208,245,046 249,792,372 208,245,046 

Field Force TA/DA 48,617,431 42,214,362 48,617,431 42,214,362 

Printing & Stationary 7,378,863 6,870,917 7,378,863 6,870,917 

Postages, Telephone & Fax 9,327,603 8,623,179 9,327,603 8,623,179 

Fooding Expenses 1,827,088 1,902,551 1,827,088 1,902,551 

Product Renewal & Development 3,120,652 2,549,874 3,120,652 2,549,874 

Training & Conference 6,540,822 4,421,106 6,540,822 4,421,106 

Office Rent (Depot) 4,050,325 3,270,458 4,050,325 3,270,458 

Repair & Maintenance 5,818,369 4,456,294 5,818,369 4,456,294 


Bank Charges & Commission 1,222,496 1,152,725 1,222,496 1,152,725 

Carrying & Distribution Expenses 26,111,146 22,919,751 26,111,146 22,919,751 

Promotional Materials 21,050,662 17,365,127 21,050,662 17,365,127 

Sales Discount to retailers 2,254,321 3,354,630 2,254,321 3,354,630 

Sample Expenses 10,038,899 7,066,706 10,038,899 7,066,706 

Miscellaneous Expenses 1,013,003 1,312,056 1,013,003 1,312,056 


Lease Rent 8,921,971 1,378,388 8,921,971 1,378,388 


Overseas Traveling & Training 2,153,863 1,732,854 2,153,863 1,732,854 

Market Survey 3,300,000 1,650,000 3,300,000 1,650,000 

Security Guard Exp. 1,532,117 - 1,532,117 - 

Utility 1,137,223 1,012,305 1,137,223 1,012,305 

Insurance Premium 2,318,617 1,236,380 2,318,617 1,236,380 

Advertisement & Publicity 5,581,400 2,526,876 5,581,400 2,526,876 


Total: 433,543,601 353,973,713 433,543,601 353,973,713 

31. Pre-Operative Expenses 

Trade License 101,300 - - - 

TIN Certificate 12,000 - - - 

Environment Certificate 395,646 - - - 

Audit fees 175,000 50,000 - - 

Other fees 573,340 - - - 

Company Registration fees 3,579,350 681,190 - - 

DCCI Certificate 45,900 - - - 

Bank Charges 40,063 12,255 - - 

Other Expenses 1,196,831 81,600 - - 

Entertainment 500 3,450 - - 

Advertisement 5,475 - - - 

BOI Certificate 200,000 - - - 

BERC Certificate 1,001,000 - - - 

Product Research 157,702 - - - 

7,484,107 828,495 - - 

32. Financial Expenses 

Financial Expenses 

Cash Credit ( P ) - 527, Agrani Bank Ltd.( WASA Corpt.Branch,Dhaka) 7,637,770 4,572,489 7,637,770 4,572,489 

Cash Credit (H) - 48, Agrani Bank Ltd ( WASA Corp.. Branch, Dhaka) 1,945,204 11,971,353 1,945,204 11,971,353 

Project Loan, Agrani Bank Ltd.( WASA Corp.. Branch, Dhaka) - 1,115,682 - 1,115,682 

SABINCO - 2,297 - 2,297 

Agrani Bank Ltd. -LIM ( WASA Corp.. Branch, Dhaka) 2,369,110 1,688,384 2,369,110 1,688,384 

Interest on portfolio credit 5,073,476 - 5,073,476 - 

Interest on Contributory Provident Fund 12,275,198 10,695,020 12,275,198 10,695,020 

Interest on Long Term Borrowings 535,866,197 - - - 

Preference share Issue Cost 

500,000 - - - 

Dividend on Preference Share 9,919,178 - - - 

575,586,133 30,045,225 29,300,758 30,045,225 













123

33. Interest & Other Income 

Amount in BDT 

Consolidated 

The Company 

2011 2010 2011 2010 

Interest Income 437,957,764 132,019,950 437,951,609 132,019,950 

Interest on FDR 42,852,000 16,140,829 42,852,000 16,140,829 

Interest on IEL Consortium & Associates Ltd. 124,358,559 68,399,500 124,358,559 68,399,500 

Interest on Dutch Bangla Power & Associates Ltd. 104,212,810 35,018,854 104,212,810 35,018,854 

Interest on Orion Knit Textile Ltd. 38,222,404 10,595,065 38,222,404 10,595,065 

Interest on Belhasa Accom and Associates Ltd. 30,775,627 - 96,197,616 - 

Panbo Bangla Mushroom Ltd. 96,197,616 - 30,775,627 

Bank Interest 1,338,748 1,865,702 1,332,593 1,865,702 

- 

Other Income 5,889,814 11,484,398 5,559,798 8,684,398 

Profit from sale of fixed assets 2,276,000 - 2,276,000 - 

Sale of Scrap 1,995,996 496,633 1,677,980 496,633 

Capital gain on sale of Securities 999,328 1,931,765 999,328 1,931,765 

Dividend Income 618,490 9,056,000 606,490 6,256,000 

- 

443,847,578 143,504,348 443,511,407 140,704,348 

34. 

Negative Goodwill (Pre Acquisition Profit) 

Share Holding by Direct Purchase 1,366,600,000 120,600,000 - - 

Share Holding through Subsidiaries 5,175,000 - - - 

IEL Consortium and Associates Ltd. ( By Integral Energy Ltd.) 1,575,000 - - - 

Orion Capital Ltd. (By Orion Agro Ltd.) 3,600,000 - - - 

Total Cost of Investment 1,371,775,000 120,600,000 - - 

Less: Face Value of Share 1,371,775,000 120,600,000 - - 

Less:Pre Acquisition Profit 57,110,620 - - - 

Negative Goodwill (Capital Reserve) (57,110,620) - - - 

35. Earning Per Share (EPS) 

The computation is given below: 

EPS on Continuing Operation 

Net Profit after Tax 862,973,094 318,304,206 526,112,308 316,815,291 

Less: Capital Gain on Marketable Securities 999,328 1,931,765 999,328 1,931,765 

Profit Continuing Operation 861,973,766 316,372,441 525,112,980 314,883,526 

Ordinary shares outstanding during the year 155,000,000 53,424,657 155,000,000 53,424,657 

5.56 5.92 3.39 5.89 

EPS on Non Operating Income 

Capital Gain on Marketable Securities 999,328 1,931,765 999,328 1,931,765 


0.01 0.04 0.01 0.04 

EPS on Comprehensive Income 

Comprehensive Income 2,279,035,106 7,326,693 1,431,316,747 7,326,693 


14.70 0.14 9.23 0.14 

Basic EPS on Total Comprehensive Income 20.27 6.10 12.63 6.07 

During the year no share was not issued so no of shares have not been weighted. 













124

36. Segmental Information: 

The Groups Operational Segments are pharmaceuticals, power, agro product and investments. The Operational 

segments results are as follows: 

Particulars Pharmaceuticals Power Finance Agro Products Totals 

Revenue from Sales 1,762,593,863 5,263,734,820 - - 7,026,328,683 

Expenses 1,298,861,905 4,256,997,516 800,386 1,739,679 5,558,399,486 

Segment Result 463,731,958 1,006,737,304 (800,386) (1,739,679) 1,467,929,197 

Capital Expenditure 

Additions to Property, Plant 

& Equipment 

754,913,708 11,718,791,691 - 610,364,542 13,084,069,941 

Additions to Intangible Asset 1,650,000 - - - 1,650,000 

Other Segment Information 

Interest & Other Income 450,162,562 318,016 5,800,000 - 456,280,578 

Financial Expenses 29,300,758 555,461,134 - 78,538 584,840,430 

Provision for Income Tax 312,443,675 - 1,160,000 - 313,603,675 

Share of Profit from Associate 5,727,120 - - - 5,727,120 

Depreciation Expenses 37,675,703 141,676,895 - - 179,352,598 

Segment Assets 9,225,446,311 13,639,761,701 135,551,130 866,873,258 23,867,632,400 

Segment Liabilities 1,381,318,056 9,054,590,139 1,434,950 356,551,111 10,793,894,256 













125

37. Related Party Transactions 

The Company has entered into transactions with other entities that fall within the definition of related party as contained in BAS-24 “Related Party Disclosures”. The Company opines that 

terms of related party transactions do not significantly differ from those that could have been obtained from third parties. Total transactions of the significant related parties as at 31 December 

2011 are as follows: 

Name of Related Party Relationship Nature of Transaction 

Opening Balance 

as on 01.01.2011 

Addition 

Adjustment 

Closing Balance 

as on 31.12.2011 

Orion Infusion Limited (44,30,000 Ordinary Shares @ TK. 

10 each) 

Orion Holding Limited (99,60,000 Ordinary Shares @ TK. 

10 each) 

Associate Investment in Shares 44,300,000 - - 44,300,000 

Subsidiary Investment in Shares 99,600,000 - - 99,600,000 

Integral Energy Limited (2,10,000 Ordinary Shares @ Tk. 

100 Each as share capital) 

Subsidiary Investment in Shares 21,000,000 - - 21,000,000 

Dutch Bangla Power & Associates Ltd. (6,700,000 Ordinary 

Shares @ Tk. 10 Each) 

Subsidiary Investment in Shares 1,125,000 65,875,000 - 67,000,000 

IEL Consortium & Associates Ltd. (95,000,000 Ordinary 

Shares @ TK 10 Each) 

Orion Biocare Ltd. ( 49,500,000 Ordinary Shares @ Tk. 10 

Each) 

Orion Natural care Ltd. ( 9,50,000 Ordinary Shares @ Tk. 10 

Each) 

Orion Agro Product Ltd. ( 9,000,000 Ordinary Shares @ Tk. 

10 Each) 

Orion Capital Ltd. ( 8,000,000 Ordinary Shares @ Tk. 10 

Each) 

Subsidiary Investment in Shares - 950,000,000 - 950,000,000 





Advance against Share Money with Integral Energy Limited Subsidiary Share Money Deposit 2,800,000 - 2,800,000 - 

Advance against Share Money with Bon Consortium Power 

Company Ltd. 

Advance against Share Money with Orion Hospital Projects 

Common Director/ 

Shareholders 


Shareholders 

Share Money Deposit 237,105,000 - 237,105,000 - 


Advance against Share Money with Panbo Bangla Mushroom 

Ltd. 


Shareholders 


Orion Agro Product Ltd. Subsidiary Share Money Deposit 103,497,000 58,651,500 - 162,148,500 

Advance against Share Money with Orion Knit Textiles Ltd. 


Shareholders 


Dutch Bangla Power & Associates Ltd. Subsidiary Share Money Deposit - 280,000,000 - 280,000,000 

Digital Power & Associates Ltd. 


Shareholders 

Share Money Deposit - 150,000,000 - 150,000,000 

Advance against Share Money with Consortium of BAJVL & 

Associates 


Shareholders 

Share Money Deposit 22,100,000 - - 22,100,000 

IEL Consortium & Associates Ltd. 

Subsidiary 


Investment 

2,272,999,500 - 2,272,999,500 - 

Belhasa Accom & Associates Ltd. 


Shareholders 


Investment 

461,068,065 2,154,024,811 - 2,615,092,876 

Dutch Bangla Power & Associates Ltd. 

Subsidiary 


Investment 

1,374,234,854 - 1,374,234,854 - 

Panbo Bangla Mushroom Ltd. 


Shareholders 


Investment 

- 379,308,815 - 379,308,815 

Orion Knit Textiles Ltd. 


Shareholders 


Investment 

- 295,106,772 - 295,106,772 

Orion Holdings Ltd. 


Shareholders 

Inter- company Current 

Account 

- 30,836,565 - 30,836,565 

Integral Energy Ltd. 


Shareholders 


Account 

- 3,327,124 - 3,327,124 













126

Name of Related Party Relationship Nature of Transaction 


as on 01.01.2011 

Addition 

Adjustment 


as on 31.12.2011 

IEL Consortium & Associates Ltd. 


Shareholders 


Account 

- 140,109,411 - 140,109,411 

Orion Natural Care Ltd. 


Shareholders 


Account 

- 3,626,432 - 3,626,432 

Orion Bio Care Ltd 


Shareholders 


Account 

- 35,152,128 - 35,152,128 

Dutch Bangla Power & Associate Ltd. 


Shareholders 


Account 

- 1,343,712,869 - 1,343,712,869 

Orion Capital Ltd. 


Shareholders 


Account 

- 224,950 - 224,950 

Orion Infusion Limited. 

Associate 

Inter Company Current 

A/C 

266,127,516 - 40,083,608 226,043,908 

Orion Properties Ltd. 


Shareholders 

Inter Company Current 

A/C 

19,740,816 101,638 - 19,842,454 

Belhasa Accom JV Ltd. 


Shareholders 


Account 

16,198,680 7,326,612 - 23,525,292 

Jafflong Tea Company 


Shareholders 


Account 

56,529,587 6,099,018 - 62,628,605 

Orion Consortium & Associates Ltd. 


Shareholders 


Account 

- 13,450,050 - 13,450,050 

Total: 

5,561,809,018 6,591,433,695 4,490,605,962 7,662,636,751 

No. 

(a) 

(b) 

(c) 

(d) 

(e) 

(f) 

(g) 

(h) 

(i) 

Pensions etc. 

(i) Pensions 

(ii) Gratuities 

Share Based payments 

Particulars 

Managerial Remuneration paid or payable during the half-year to the directors, including managing directors, a managing agent or 

manager 

Expenses reimbursed to Managing Agent 

Commission or Remuneration payable separately to a managing agent or his associate 

Commission received or receivable by the managing agent or his associate as selling or buying agent of other concerns in respect of 

contracts entered into by such concerns with the company 

The money value of the contracts for the sale or purchase of goods and materials or supply of services, entered into by the company 

with the managing agent or his associate during the financial year. 

Any other perquisite or benefits in cash or in kind stating, approximate money value where applicable. 

Other allowances and commission including guarantee commission 

(iii)Payments from a provident funds, in excess of own subscription and interest thereon 

Value in Tk. 

17,220,000 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 













127

38. Production Capacity: 

Production capacity Million in Box/Phile 

Actual Production Million in Box/Phile 

Capacity Utilized Million in Box/Phile 

Reason for Increase : Production as per market demand. 

Amount in BDT 

31.12.2011 

Amount in BDT 

31.12.2010 

37 32 

26.41 21.21 

71.37% 66.28% 

39. General: 

39.01 Capital Expenditure Commitment 

There was no capital expenditure contracted but not incurred or provided as on 31.12.2011. 

There is no material capital expenditure authorized by the board but not contracted for as on 

31.12.2011. 

39.02 Claims not Acknowledged 

There is no claim against the Company not acknowledged as debt as on 31.12.2011 

39.03 Credit Facilities not Availed 

There is no credit facilities available to the Company but not availed of as on 31.12.2011 under any 

contract, other than trade credit available in the ordinary course of business. 

39.04 Directors' Responsibility Statements 

The Board of Directors takes the responsibility for the preparation and presentation of these financial 

statements. 

39.05 Employee Details 

i) During the period, there were 1972 employees employed for the full year and 910 employees less 

than the full year at a remuneration of Taka 3,000 per month and above. 

ii) At the end of the period, there were 2377 employees in the Company. 

39.06 Rounding off 

Amounts appearing in these financial statements have been rounded off to the nearest Taka and, 

wherever considered necessary. 

39.07 Rearrange of last year figures 

To facilitate comparison, certain relevant balances pertaining to the previous year have been 

rearranged or reclassified whenever considered necessary to conform to current year 

presentation. 

Sd/- 

Sd/- 

Sd/- 




Annexure-A 

Investment on Marketable Securities 

Amount in BDT 

Particulars 

2011 

Market Value 

Cost 

2010 

AB Investment Ltd. 

Apex Adelchi Footwear Ltd. 8,808,910 12,000,686 12,006,310 

Apex Tannery Ltd. 134,500 217,509 181,450 

Bangladesh Export- Import Ltd. 2,398,500 3,267,988 3,115,000 

Bangladesh Thai Aluminum Ltd. 812,187 1,083,780 1,245,750 

Bank Asia Limited. 1,844,850 2,046,438 2,572,500 

Bay Leasing & Investment Ltd. 2,685,375 3,372,130 4,389,375 

Fareast Islami Life Insurance Ltd. 1,141,700 1,410,469 1,405,950 

Fidelity Assets & Securities Ltd. 1,132,175 1,993,942 1,824,500 

Green Delta Insurance Co Ltd. 2,785,500 4,750,132 4,897,500 

Heidelberg Cement Bangladesh Ltd. 91,583 115,001 109,778 

I.F.I.C Bank Ltd. 2,403,158 3,969,970 4,262,250 

ICB AMCL 2nd NRB Mutual Fund 1,767,500 2,360,709 2,577,500 

Islamic Finance & Investment Ltd. 1,085,180 1,601,636 1,866,500 

Karnafuli Insurance Co.Ltd. 676,800 1,097,799 980,000 

Mithun Knitting and Dyeing Ltd. 3,217,507 2,931,038 4,553,313 

N C C Bank.Ltd. 1,267,200 1,564,958 2,064,000 

National Tea Company Ltd. 1,484,700 1,742,757 1,736,100 

Progressive Life Insurance Ltd. 1,641,600 1,590,096 1,978,800 

R.N Spinning Mills Ltd. 3,630,900 3,960,564 4,189,500 

Reliance Insurance Ltd. 3,900,656 4,588,504 4,345,625 

Rupali Life Insurance Co. Ltd. 12,113,850 11,154,003 13,862,100 

Samorita Hospital Ltd. 3,536,250 4,680,575 4,440,750 

Shinepukur Ceramics Ltd. 2,972,750 4,651,223 5,475,000 

The Ibn Sina Pharmaceuticals Ltd. 7,924,254 7,591,109 7,981,805 

Trust Bank Limited 2,437,500 3,283,543 3,766,250 

Sub-Total 71,895,084 87,026,558 95,827,605 

Southeast Bank Capital Services Ltd. 

Green Delta Mutual Fund (Placement) 5,000,000 5,000,000 5,000,000 













129

Amount in BDT 

Particulars 

ISLAND SECURITIES LTD. 

Market Value 

2011 

Cost 

2010 

AIMS Mutual Fund 34,500 51,600 1,832,000 

Anwar Galvanizing Ltd. 1,260,000 1,558,160 3,797,500 

Beach Hechary BH Ltd 2,109,100 2,975,682 549,000 

Desh Garments Ltd. 637,500 465,700 696,750 

Eastern Housing Ltd 516,450 1,000,158 953,000 

Fine Foods Ltd FIN 1,742,500 2,515,500 1,648,650 

Fu-Wang Ceramics Ltd. 1,203,500 1,580,007 2,256,000 

Hakkani pulp & Paper 238,150 312,620 362,450 

Imam Button Industries Ltd. 200,337 214,345 295,875 

Maksons Spinning Mills Ltd. 105,000 130,325 687,800 

Mithun Knitting & Dyeing (CEPZ) Ltd. 550,500 740,224 984,200 

Quasem Drycells Ltd. 167,800 209,780 1,744,000 

Rahima Food Industries Ltd. 843,000 1,344,860 6,526,800 

Rupali Bank Ltd 1,616,175 1,989,746 - 

Sinobangla Industries Ltd. 92,200 133,980 - 

Social Islami Bank Ltd. 7,010,640 7,078,050 - 

Sub-Total 18,327,352 22,300,737 22,334,025 

Bank Asia Securities Ltd. 

Beach Hatchery Ltd. 1,299,500 2,148,430 2,150,000 

Pragati Insurance Limited 679,140 1,193,875 1,089,900 

Grameen Mutual Fund - - 3,141,000 

Fu-Wang Ceramic Industries Ltd. 1,029,375 1,530,825 1,426,875 

Active Fine Chemicals 830,300 1,521,680 1,193,000 

Pubali Bank Ltd. - - 868,250 

Islami Bank Bangladesh Ltd. 1,264,275 1,457,622 1,601,000 


Lafarge Surma Cement Ltd. - 1,312,380 1,127,500 

Rahima Food Ltd. 1,922,000 3,015,080 2,775,000 

Prime Textile Mills Ltd. 788,250 1,327,770 1,219,500 

Fine Foods Ltd. 645,000 1,224,500 972,000 

Eastern Housing Ltd. 1,723,000 3,547,580 2,832,000 

Anwar Galvanising Ltd. 1,615,900 2,261,688 2,048,200 

Trust Bank Ltd. 975,000 1,435,296 1,506,500 

Kay & Que (Bangladesh) Ltd. 782,470 1,116,507 913,500 

Rupali Bank Ltd. 825,000 915,937 - 

Anlima Yarn and Dyeing Ltd. 3,693,250 3,386,740 - 

Sub-Total 19,856,110 30,522,645 28,149,225 

ICB Islami Bank Limited 246,000 246,000 246,000 

Total: 115,324,546 145,095,940 151,556,855 













130

Annexure - B 


Statement of Interest Receivable on FDR 


Amount in BDT 

Interest Income 

Sl. 

No. 

Name of Bank 

Instrument no. FDR 2010 

Income 

During the 

year 

Accrued for 


FDR 2011 

1 Social Islami Bank Ltd. 0025320242035 250,000,000 8,117,900 - - 

2 Social Islami Bank Ltd. 0025320242041 250,000,000 8,117,900 - - 

3 Social Islami Bank Ltd. - 48,666 48,666 2,000,000 

4 Southeast Bank Ltd. 005324500000069 100,000,000 9,878,828 2,268,411 108,775,000 

5 BASIC Bank Limited 2818-01-0001077 100,000,000 7,620,759 1,912,425 106,740,000 

6 United Commercial Bank Ltd. 005041300021771 10,000,000 1,140,418 - 10,000,000 

7 United Commercial Bank Ltd. - - - 11,035,000 

8 Agrani Bank Ltd. 0089094/116-8 100,000,000 7,927,529 1,571,973 107,180,000 

Total: 

810,000,000 42,852,000 5,801,475 345,730,000 













131

Sl. 

Name Of Bank Name Of Branch Account Number 

No. 

Current Account (Main) 

Amount in BDT 

31.12.2011 

Annexure-C 

Amount in BDT 

31.12. 2010 

1 Pubali Bank Ltd. Tejgaon Branch, Dhaka 125 43,437 75,219 

2 Jamuna Bank Ltd. Mohakhali Branch 4751 1,785 6,500 

3 Sonali Bank Ltd. Tejgaon Branch, Dhaka 275/4 655,191 778,596 

4 Agrani Bank Ltd Tejgoan Branch, Dhaka 11437 638,128 116,861 

5 Agrani Bank Ltd. Wasa Branch, Dhaka 7757 634,674 1,794,724 

6 Rupali Bank Ltd. TCB Branch, Dhaka 7088 395,655 89,288 

7 National Bank Ltd. Mohakhali Branch, Dhaka 7329/5 6,927 2,603,737 

8 National Bank Ltd. Kawran Bazar Branch, Dhaka 3756 - 1,085 

9 ICB Islamic Bank Principal Office,Dhaka 2127 2,916,462 2,918,462 

10 Mercantile Bank Ltd. Kawranbazar Branch 3756 101 

11 Exim Bank Ltd. Motijheel Branch, Dhaka 3287 7,627 16,927 

12 The City Bank Limited Gulshan Branch 32526 10,465 11,845 

13 HSBC Bank Ltd. Gulshan Branch 003-097706-011 200,413 200,413 

14 Bank Al-Falah Ltd. Motijheel Branch 2965 8,500 8,500 

15 Sutheast Bank Ltd. Satmasjid Road Branch 111002 4,126 5,276 

16 Agrani Bank Ltd. Principal Branch 15118-1 24,099 1,372,899,869 

17 Social Islami Bank Ltd Principal Branch 5583-0 2,624,412 82,944,094 

Current Account (Collection) 

Cash at Bank (Current Account) 


As at December 31, 2011 

18 Agrani Bank Ltd. Chittagong Branch, Chittagong 363 15,979 15,979 

19 Agrani Bank Ltd. Bogra Branch, Bogra 1233 11,659 14,314 

20 Agrani Bank Ltd. Khulna Branch, Khulna 3228 50,868 165,203 

21 Agrani Bank Ltd. Barisal Branch, Barisal 1804 318 318 

22 Agrani Bank Ltd. Sylhet 1866 /1314 7,303 9,398 

23 Agrani Bank Ltd. Narayongong 6103 142,479 269,273 

24 Agrani Bank Ltd. Mymensingh Branch, Mymensingh 6076 - 307 

25 Agrani Bank Ltd. Rangpur Branch, Rangpur 4405 68 2,074 













132

Sl. 

No. 


Amount in BDT 

31.12.2011 

Amount in BDT 

31.12. 2010 

26 Agrani Bank Ltd. Monoharpur Branch, Comilla 5304 70 70 

27 Agrani Bank Ltd. Faridpur Branch, Faridpur 7539 3,702 170,197 

28 National Bank Ltd. Bogra Branch, Bogra 2743-5 214,284 152,938 

29 National Bank Ltd. K.D.A. Branch, Khulna 259 - 75 

30 National Bank Ltd. Barisal Branch, Barisal 2859-9 261,638 127,844 

31 National Bank Ltd. Subid Bazar Branch, Syl. 3093 336,085 43,177 

32 National Bank Ltd. Mymensingh Branch 1298 443,014 496,230 

33 National Bank Ltd. Rangpur Branch, Rangpur 39447 118,663 3,809 

34 National Bank Ltd. Babu Bazar Branch, Dhaka 2378 28,011 28,011 

35 National Bank Ltd. Faridpur Branch, Faridpur 1234 - 1,892 

36 Sonali Bank Ltd. Rajshahi 1546 15,739 450 

37 Agrani Bank Ltd. Chowmuhani Branch, 3563 218,451 31,800 

38 ICB Islamic Bank Chittagong 2978 13,744 15,386 

39 National Bank Ltd. Goneshtala Road, Dinajpur 8733 179,143 56,714 

40 National Bank Ltd. Tangail 3233 181,703 33,885 

41 National Bank Ltd. Moulvibazar 1175-6 22,689 95,122 

42 Agrani Bank Ltd. Kustia 2983 64,608 104,145 

43 National Bank Ltd. Cox's Bazar 1 3962 32,074 18,495 

44 Agrani Bank Ltd. BSCIC Comilla 4275 320,278 347,494 

45 National Bank Ltd. CDA, Chittagong 556 192,366 152,137 

STD Account 

Sub-Total (i) 

11,046,836 1,466,828,232 

1 ICB Islamic Bank 4,589,668 4,595,868 

2 National Bank Ltd. Mohakhali Branch 789 1,051,391 6,996,858 

3 Bank Asia Ltd. Mohakhali Branch 0038 283,028 558,261 

4 Agrani Bank Ltd. WASA Branch 949 275,773 31,442,906 

5 Social Islami Bank Ltd Pr. Branch 1464 13,433,572 - 

Sub-Total: 

Total balance in Current & STD account: 

19,633,432 43,593,892 

30,680,268 1,510,422,124 













133

Sl. 

No. 


Amount in BDT 

31.12.2011 

Amount in BDT 

31.12. 2010 

Subsidiary Companies ( Current Account ) 

INTEGRAL ENERGY LTD. 

1 National Bank Ltd. Mohakhali Branch 0043-33021482 2,996,550 2,998,470 

2 

Islami Bank Bangladesh 


Head Office Complex Br. 120905 19,340 - 

Total: 

3,015,890 2,998,470 

IEL CONSORTIUM & ASSOCIATES LTD. 

1 Agrani Bank Ltd. Principal Branch 0400010150703 4,230 - 


3 Social Islami Bank Ltd. Principal Branch 13300058029 50,000 - 


Total: 

814,578 - 

ORION HOLDINGS LIMITED 

1 Social Islami Bank Ltd. Principal Branch 0002-1330005584-7 7,227 8,665 

DUTCH BANGLA POWER & ASSOCIATES LTD. 

1 Agrani Bank Ltd. Principal Branch 0400010150681 7,897,217 - 

2 Agrani Bank Ltd. Principal Branch 264032 17,185,800 - 

Total 

25,083,017 - 

ORION BIOCARE LIMITED 

1 Social Islami Bank Ltd. Principal Branch 21330058183 4,528,095 - 

ORION NATURAL CARE LIMITED 

1 Social Islami Bank Ltd. Principal Branch 0021330058172 10,043,723 - 

ORION CAPITAL LIMITED 














134

Sl. 

No. 


ORION AGRO PRODUCTS LTD. 

Amount in BDT 

31.12.2011 

Amount in BDT 

31.12. 2010 

1 Rupali Bank Ltd. Gulshan Branch 1237 8,850 - 

2 Rupali Bank Ltd. Dilkusha Branch 89187 46,430 - 


Total: 

430,194 - 

Total Current A/C with Subsidiaries (i) 

43,971,627 3,007,135 

Subsidiary Companies ( Short Term Deposit Account ) 

ORION BIOCARE LIMITED 

1 Bank Asia Ltd. Mohakhali 02836000090 613,384 - 

ORION NATURAL CARE LIMITED 

1 Bank Asia Ltd. Mohakhali 02836000089 60,712 - 

Total STD A/C with Subsidiaries 

674,096 - 

Total Cash at Bank with subscidiary companies (ii) 

44,645,723 3,007,135 

Consoliated cash at Bank 

Current A/C (i+ ii) 


55,018,463 1,469,835,367 

20,307,528 43,593,892 

75,325,991 1,513,429,260 













135

Detail Break up and Terms and Conditions of Secured term Loan 

Annexure - D 

1. IEL Consortium and Associates Ltd. 

Syndicate Loan 3,540,315,998 

Agrani Bank Limited - Principal Branch 2,141,665,769 

United Leasing Co Ltd 49,281,734 

SABINCO 102,708,334 

Bangladesh Commerce Bank Ltd. 153,629,167 

Rupali Bank Ltd.- Principal Branch 939,095,931 

IDCP 153,935,063 

Less: Current Portion of Syndication Loan 521,776,969 

3,018,539,029 

Repayment term 

i) Agrani Bank Limited - Principal Branch 

This is repayable in 60 monthly installments of Taka 51,890,166 each, commencing from 

08/06/2011. Interest at the rate of 13% per annum is also payable on quarterly basis. 

ii) 



08/11/2011 December 2011. Interest at the rate of 13% per annum is also payable on 

quarterly basis. 

iii) 

SABINCO 




iv) 


This is repayable in 55 monthly installments of Taka 153,629,167 each, commencing 

from 08/11/2011 December 2011. Interest at the rate of 13% per annum is also payable on 


v) Rupali Bank Ltd.- Principal Branch 
















136

Security details 

A) 

B) 

C) 

Specific First change on pari passu basis over plant & Machineries of IEL Consortium & 


Charge on benefits under all insurance policies insuring the relevant fixed assets of the 

Company. Lenders shall be made co-payees in all insurance policies of IEL Consortium & 

Association Ltd. 

Hypothecation of machinery, building & infrastructure, furniture & equipment on first 

ranking pari-passu basis creating charge with RJSC. 

D) 

E) 

F) 

Sponsors under taking to remain the majority share of the project during the tenor of the 

loan, to be in control of the management of the company and to inject necessary equity 

fund to finance any cost over run of the project and to maintain all the covenants (e.g. 

maintain financial ratio within acceptable range as stated in the covenant section) unless 

otherwise mutually agreed between the lenders and the Company. 

The shareholding of the Company will not be changed, amended expanded or reduced 

without the written consent of all lenders during the tenor of the loan or as long as any part 

of the term loan is outstanding. 

The Sponsor of the Company undertakes to maintain project completion, minimum DSCR, 

highest Gearing ratio of the project. 

G) 

H) 

I) 

Demand promissory note from the company with supporting Board Resolution. 

Guarantee of all jointly and individual. Personal Guarantee for total loan and Preference 

Share amount of all the directors of the company. 

60 post dated cheques for each monthly installment of Syndicated Term loan along with 

memorandum of deposit of cheque to be obtained from the customer. 

Agrani Bank Limited along with other banks has arranged syndication loan Tk. 

4,300,000,000 as lead arranger in 2010.The moratorium period of this syndication loan is 

of 9 months commencing from the date of sigining of facility Agreement. 

2. Dutch Bangla Power and Associates Ltd. 

Long term Borrowings 4,063,950,408 

Agrani Bank Limited - Principal Branch 2,000,026,750 

Janata Bank Limited 1,913,923,658 

United Leasing Co Ltd 50,000,000 

SABINCO 100,000,000 

Less: Current Portion of long term borrowings 860,560,808 

3,203,389,600 













137



This is repayable in 60 monthly equal installments each of Taka 47,580,360 each, 

commencing from 21/08/2011. The rate of interest is 15% per annum. 

ii) 


This is repayable in 60 monthly equal installments each of Taka 45,532,110 each, 

commencing from 21/08/2011. The rate of interest is 15% per annum. 

iii) 


This is repayable in 56 monthly installments each of Taka 1,246,869 each, commencing 

from 21/12/11 Interest at the rate of 15% per annum is also payable on quarterly basis. 

iv) 

SABINCO 

This is repayable in 60 monthly installments each of Taka 2,378,993 each, commencing 

from 21/08/2011. Interest at the rate of 15% per annum is also payable on quarterly basis. 


A) 

Specific first charge on pari passu basis over Plant & Machineries of Dutch-Bangla Power 

And Associates Ltd. 

B) 

C) 

Charge on benefits under all insurance policies insuring the relevant fixed assets of the 

Company. Lenders shall be made co-payees in all insurance policies of Dutch-Bangla 

Power And Associates Ltd. 

Hypothecation of machinery, building & infrastructure, furniture & equipment on first 

ranking pari-passu basis creating charge with RJSC. 

D) 

Sponsors under taking to remain the majority share of the project during the tenor of the 

loan, to be in control of the management of the company and to inject necessary equity 

fund to finance any cost over run of the project and to maintain all the covenants (e.g. 

maintain financial ratio within acceptable range as stated in the covenant section) unless 

otherwise mutually agreed between the lenders and the Company. 

E) 

The shareholding of the Company will not be changed, amended expanded or reduced 

without the written consent of all lenders during the tenor of the loan or as long as any part 

of the term loan is outstanding. 

F) 

The Sponsor of the Company undertakes to maintain project completion, minimum DSCR, 

highest Gearing ratio of the project. 













138

G) 

H) 


Guarantee of all jointly and individual, Personal Guarantee for total loan and Preference 

Share amount of all the directors of the company. 

I) 

60 post dated cheques for each monthly installment of Syndicated Term loan along with 

memorandum of deposit of cheque to be obtained from the customer. 

Agrani Bank Limited along with other banks has arranged syndication loan Tk. 

4,150,000,000 as lead arranger in 2010.The moratorium period and financial institution of 

this syndication loan is of 9 months commencing from the date of signing of facility 

Agreement. 

3. Orion Agro Product Ltd. 

SIBL ( HP Commercial-AC-0023320057179) 28,134,562 

SIBL ( HP Commercial-AC-0023220002607) 323,423,197 

351,557,759 

3.1 

Social Islami Bank Ltd –HPSM ( inds) Single Term- 31.00 crore 

a. Tenure – 6 years including 1 year grace period 

b. Rate of Interest – 13% 


i. Personal guarantee of all Directors 

ii. Hypothecation of construction materials & Equipment 

iii. Mortgage of Land 

iv.Corporate Guarantee of Orion Agro Products 

v. First charges on all Fixed and Floating assets of company with RJSC 

vi. Sixty Post Dated Cheques equivalent to sixty monthly installment 













139

Orion Pharma Ltd 

Auditors’ report Under Section-135 (1) and Para-24(1)(3) of Part-II of Schedule-III of the Companies Act 1994 

We, as the auditors having examined the Financial Statements of Orion Pharma Limited for the year ended 31 December 2011 and 31 December 2010 and for the following comparative Balance Sheet 

(statement of assets and liabilities) & comparative Income Statement (statement of profit & loss) for the years ended 31 December 2009, 2008 and 2007 audited by M.A.MALEK SIDDIQUI WALI & CO., 

Chartered Accountants and the figures extracted from the financial statements certified in pursuance of Section-135 (1) and Para-24 (1),(3) of Part-II of Schedule-III of the Companies Act 1994 report 

that: 

A) The statements of assets and liabilities of the company are as under: 

Amount in BDT 

Property and Assets 

Consolidated 

31.12.2011 

31.12.2011 

Consolidated 

31.12.2010 

31.12.2010 31.12.2009 31.12.2008 31.12.2007 

ASSETS 

Non-Current Assets 20,492,337,259 9,061,858,348 6,169,407,321 6,247,845,463 750,478,061 711,818,300 234,228,163 

Property, Plant and Equipment 15,737,582,089 2,816,409,198 870,361,103 870,361,103 606,332,061 637,272,300 159,928,163 

Construction Work Inprogress 125,056,081 66,346,481 1,100,444 1,100,444 - - - 

Investment in Subsidiaries - 1,366,600,000 - 120,600,000 99,600,000 - - 

Investment in Associates 362,200,800 249,852,000 63,820,385 44,379,647 44,300,000 74,300,000 74,300,000 

Intangible Assets 1,650,000 - - - - - - 

Other Investment 4,265,848,289 4,562,650,669 5,234,125,389 5,211,404,269 246,000 246,000 - 

Current Assets: 2,973,784,848 3,063,293,663 3,247,644,950 3,237,316,880 774,843,317 387,750,567 306,665,531 

Inventories 367,491,829 319,038,489 250,821,838 250,821,838 161,341,878 154,940,816 86,460,096 

Trade and Other Receivables 1,678,891,276 2,035,533,123 479,171,781 476,371,781 366,868,123 141,234,996 122,527,560 

Advances, Deposits & Prepayments 496,904,682 325,215,243 181,696,079 181,696,079 199,347,253 74,823,405 80,471,665 

Fixed Deposits with Banks 345,730,000 345,730,000 810,000,000 810,000,000 - - - 

Cash and Cash Equivalents 84,767,061 37,776,808 1,525,955,252 1,518,427,182 47,286,063 16,751,350 17,206,210 

Total 23,466,122,107 12,125,152,011 9,417,052,271 9,485,162,343 1,525,321,378 1,099,568,867 540,893,694 

EQUITY AND LIABILITY 

Shareholders' Equity 11,915,361,222 10,739,732,684 8,828,474,402 8,937,303,629 830,053,409 402,290,533 (228,560,380) 

Share Capital 1,550,000,000 1,550,000,000 1,550,000,000 1,550,000,000 100,000,000 48,000,000 48,000,000 

Share Premium 6,547,500,000 6,547,500,000 6,547,500,000 6,547,500,000 - - - 

Share Money Deposit - - - - 200,000,000 52,000,000 - 

Reserves 2,788,227,130 1,840,630,151 427,670,068 427,670,068 464,678,646 488,229,366 - 

Retained Earnings 1,029,634,092 801,602,533 303,304,334 412,133,561 65,374,763 (185,938,833) (276,560,380) 

Non Controlling Interest 847,958,406 - 9,322,590 - - - - 

Total Shareholders' Equity 12,763,319,628 10,739,732,684 8,837,796,992 8,937,303,629 830,053,409 402,290,533 (228,560,380) 

Non Current liability 7,192,492,582 149,006,194 93,039,855 93,039,855 286,672,515 344,169,761 369,513,378 

Non-current portion of Secured Term Loan 6,573,486,388 - - - 286,672,515 344,169,761 369,513,378 

Advance Share Money Deposit 470,000,000 - - - - - - 

Employee Benefits Provision 133,272,548 133,272,548 83,590,361 83,590,361 - - - 

Deferred Tax Liability 15,733,646 15,733,646 9,449,494 9,449,494 - - - 

Current Liabilities: 3,510,309,897 1,236,413,133 486,215,424 454,818,859 408,595,454 353,108,573 399,940,696 

Short Term Loan 452,699,675 426,465,591 158,755,580 158,755,580 171,913,675 191,323,761 172,710,024 

Current portion of Secured Term Loans 1,382,337,777 - - - - - - 

Trade & Other Payables 693,450,779 288,735,370 110,632,951 79,796,386 176,573,078 127,561,895 202,224,269 

Accrued Expenses 981,821,666 521,212,172 216,826,893 216,266,893 60,108,701 34,222,917 25,006,403 

Total 23,466,122,107 12,125,152,011 9,417,052,271 9,485,162,343 1,525,321,378 1,099,568,867 540,893,694 













140

B) The statement of operating results of the company is as follow: 

Comprehensive Income 

Revenue (Turnover) From Net Sales 

Consolidated 

31.12.2011 

31.12.2011 

Consolidated 

31.12.2010 

31.12.2010 31.12.2009 31.12.2008 31.12.2007 

Revenue from Net Sales 7,026,328,683 1,762,593,863 1,412,002,352 1,412,002,352 967,263,054 793,762,137 735,440,571 

Cost of Goods Sold (742,176,261) (742,176,261) (612,523,007) (612,523,007) (458,332,252) (387,658,732) (424,680,746) 

Cost of Power generation (4,198,366,496) - - - - - - 

Gross Profit 2,085,785,926 1,020,417,602 799,479,345 799,479,345 508,930,802 406,103,405 310,759,825 

Operating Expenses : (618,798,427) (554,026,969) (442,457,677) (442,457,677) (358,118,743) (269,496,150) (246,550,385) 

General & Administrative Expenses (185,254,826) (120,483,368) (88,483,964) (88,483,964) (67,490,535) (53,254,434) (47,154,297) 

Selling & Distribution Expenses (433,543,601) (433,543,601) (353,973,713) (353,973,713) (290,628,208) (216,241,716) (199,396,088) 

Operating Profit 1,466,987,499 466,390,633 357,021,668 357,021,668 150,812,059 136,607,255 64,209,440 

Pre Operating Expenses (7,484,107) - (828,495) - - - - 

Financial Expenses (575,586,133) (29,300,758) (30,045,225) (30,045,225) (43,395,963) (55,058,984) (35,846,633) 

Interest & Other Income 443,847,578 443,511,407 143,504,348 140,704,348 9,287,500 314,526 208,985 

Net Profit from Operation 1,327,764,837 880,601,282 469,652,296 467,680,791 116,703,596 81,862,797 28,571,792 

Workers Profit Participation Fund (42,665,576) (42,665,576) (9,762,417) (9,762,417) - - - 

Net Profit before Tax 1,285,099,261 837,935,706 459,889,879 457,918,374 116,703,596 81,862,797 28,571,792 

Current Tax Expenses (311,866,367) (311,266,367) (145,560,000) (145,000,000) (30,000,000) 

Deferred Tax Expenses (6,284,152) (6,284,152) 3,896,917 3,896,917 - - - 

Net Profit after Tax 966,948,743 520,385,188 318,226,796 316,815,291 86,703,596 81,862,797 28,571,792 

Share of Profit from Associate 8,302,385 5,727,120 - - - - - 

Net Profit 975,251,128 526,112,308 318,226,796 316,815,291 86,703,596 81,862,797 28,571,792 

Non Controlling Interest (55,167,414) - 77,410 - - - - 

Pre Acquisition Profit (57,110,620) - - - - - - 

Net Profit after Tax Attributable to Ordinary 

share holder 

862,973,094 526,112,308 318,304,206 316,815,291 86,703,596 81,862,797 28,571,792 

Add: Other Comprehensive Income 2,279,035,106 1,431,316,747 7,326,693 7,326,693 164,610,000 - - 

Revaluation Surplus on Fixed Asset 2,149,613,683 1,273,839,501 - - - - - 

Fair Value adjustment of Marketable Securities (50,037,987) (50,037,987) 7,326,693 7,326,693 164,610,000 - - 

Unrealized Foreign Exchange Gain 96,034,781 - - - - - - 

Fair Value adjustment of investment in Associates 300,836,030 207,515,233 - - - - - 

Less: Non Controlling Interest (217,411,401) 

Total Comprehensive Income attribute to 

Ordinary Share Holders 

C) Dividend 

3,142,008,200 1,957,429,055 325,630,899 324,141,984 251,313,596 81,862,797 28,571,792 

Amount in BDT 

Particulars 31.12.2011 31.12.2010 31.12.2009 31.12.2009 31.12.2008 31.12.2007 31.12.2006 

Cash dividend Nil 10% Nil Nil Nil Nil Nil 

Stock dividend Nil Nil Nil Nil Nil Nil Nil 

D) 

The company was incorporated as a private company limited by shares under the Companies Act 1994, on 21 June 1965 and subsequently converted into a public limited company on 24 July 2010. 

E) 

The company has eight straight subsidiary companies, namely:- Orion Holding Limited, Integral Energy Ltd, Orion Biocare Limited, Orion Naturalcare Limited, IEL Consortium & Associates 

Limited, Dutch Bangla Power & Associates Limited, Orion Agro Products Limited, Orion Capital Limited. 

Share Holding Position in Subsidiaries 

2011 

2010 

Share Holding % No. of share Value Per Share No. of share Value Per Share 

Orion Holdings Limited 99.60% 9,960,000 99,600,000 9,960,000 99,600,000 

Integral Energy Limited 70% 210,000 21,000,000 210,000 21,000,000 

Orion Biocare Limited 99% 4,950,000 49,500,000 - - 

Orion Naturalcare Limited 95% 950,000 9,500,000 - - 

IEL Consortium & Associate Limited 95% 95,000,000 950,000,000 132,500 1,325,000 

Dutch Bangla Power & Associates Limited 67% 6,700,000 67,000,000 - - 

Orion Agro Products Limited 90% 9,000,000 90,000,000 - - 

Orion Capital Limited 80% 8,000,000 80,000,000 - - 

134,770,000 1,366,600,000 10,302,500 121,925,000 

G) Figures related to previous years have been rearranged where considered necessary. 

H) No proceeds or part of proceeds of the issue of shares were applied directly to the company in the purchase of any business. 

Sd/- 

Dated, Dhaka; 


24 April 2012 Chartered Accountants 













141


Auditors' Certificate regarding the calculation of EPS & other ratio(s) 

(Selected Ratio as specified in Rule 8B (20) I - Annexure-B of the Securities and Exchange Commission {(Public Issues)} Rules, 2006] 

Liquidity ratios : 

Particulars 

Formula 

Amount in BDT 

Consolidated Company Consolidated 

For the year ended 

31.12.2011 31.12.2011 31.12.2010 31.12.2010 31.12.2009 31.12.2008 31.12.2007 

Current ratio (Times) Current assets / Current liabilities 0.85 2.48 6.68 7.12 1.90 1.10 0.77 

Quick (Acid Test) ratio (Times) (Current assets-Inventories) / Current liabilities 0.74 2.22 6.16 6.57 1.50 0.66 0.55 

Times Interest earned ratio (Times) EBIT / Interest Expense 3.31 31.05 16.63 16.57 3.69 2.49 1.80 

Debt to equity ratio (Times) Total debt / Total equity 0.84 0.13 0.07 0.06 0.84 1.73 (3.37) 

Operating ratios : 

Accounts receivable turnover ratio or 

average collection period (days)* 

Net credit sales/Average net receivable 10.12 17.29 17.74 17.74 11.77 8.99 15.94 

Inventory turnover ratio* Cost of sales / Average inventory 15.98 2.60 2.97 2.97 2.90 3.21 5.23 

Asset turnover ratio* Turnover / Average total assets 0.43 0.16 0.26 0.26 0.74 0.97 2.72 

Profitability ratios : 

Gross Margin Ratio Gross profit / Turnover 29.69% 57.89% 56.62% 56.62% 52.62% 51.16% 42.25% 

Operating Income Ratio Operating profit / Turnover 18.90% 49.96% 33.26% 33.12% 12.07% 10.31% 3.88% 

Net Income Ratio Net profit after tax / Turnover 13.76% 29.52% 22.54% 22.44% 8.96% 10.31% 3.88% 

Return on Assets (ROA) Net profit after tax / Average total assets 5.88% 4.82% 5.82% 5.75% 6.61% 9.98% 10.56% 

Return on Equity (ROE) Net profit after tax / Average equity 9.32% 5.29% 6.59% 6.49% 14.07% 94.24% -11.77% 

Earnings Per Share on operational 

Profit (BDT) 

Earnings Per Share on 

Comprihensive Income (BDT) 

Diluted Earnings Per Share (BDT) 

Net profit after tax attributable to ordinary 

shareholders / ordinary shares outstanding 





5.57 3.40 5.96 5.93 86.70 170.55 59.52 

14.70 9.23 0.14 0.14 - - - 

5.57 3.40 5.96 5.93 86.70 170.55 59.52 

Face value per share Share amount/number of shares 10 10 10 10 100 100 100 

Dated, Dhaka; 



Sd/- 













142

Auditor’s Report 

To 

The Shareholders of Dutch Bangla Power and Associates Ltd. 

We have audited the accompanying interim financial statements of Dutch Bangla Power and 

Associates Ltd, which comprise the statement of financial position as at 31 December 2011 and the 

statement of comprehensive income, statement of changes in equity and statement of cash flows for 

the period from 01 October 2011 to 31 December 2011 and a summary of significant accounting 

policies and other explanatory information. 


Management is responsible for the preparation and fair presentation of these interim financial 

statements in accordance with International Financial Reporting Standards (IFRS), the Companies 

Act 1994 and other applicable laws and regulations in Bangladesh. This responsibility includes: 

designing, implementing and maintaining internal control relevant to the preparation and fair 

presentation of financial statements that are free from material misstatements, whether due to fraud 

or error; selecting and applying appropriate accounting policies; and making accounting estimates 

that are reasonable in the circumstances. 

Auditor’s Responsibility 

Our responsibility is to express an opinion on these interim financial statements based on our audit. 

We conducted our audit in accordance with International Standards on Auditing (ISA). Those 

standards require that we comply with ethical requirements and plan and perform the audit to obtain 

reasonable assurance about whether the financial statements are free from material misstatement. 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures 

in the financial statements. The procedures selected depend on the auditor’s judgment, including the 

assessment of the risks of material misstatement of the financial statements, whether due to fraud or 

error. In making those risk assessments, the auditor considers internal control relevant to the entity’s 

preparation and fair presentation of the financial statements in order to design audit procedures that 

are appropriate in the circumstances, but not for the purpose of expressing an opinion on the 

effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of 

accounting policies used and the reasonableness of accounting estimates made by management, as 

well as evaluating the overall presentation of the financial statements. 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis 

for our audit opinion. 













143

Opinion 

In our opinion, the interim financial statements present fairly, in all material respects, the financial 

position of Dutch Bangla Power and Associates Ltd as at 31 December 2011, and its financial 

performance and its cash flows for the period from 01 October 2011 to 31 December 2011 in 

accordance with International Financial Reporting Standards and comply with the Companies Act, 

1994 and other applicable laws and regulations in Bangladesh. 


a) We have obtained all the information and explanations which to the best of our knowledge and 

belief were necessary for the purposes of our audit and made due verification thereof; 

b) In our opinion, proper books of account as required by law have been kept by the Company so 

far as it appeared from our examination of these books; 

c) The Company's statement of financial position and statement of comprehensive income dealt 

with by the report are in agreement with the books of account and returns; and 

d) The expenditure incurred was for the purposes of the Company's business. 

Dated: Dhaka; 

12 April 2012 

Sd/- 















144



as at 31 December 2011 

30 September 2011 

ASSETS 

Non-Current Assets 

Property, plant and equipment 4 6,217,006,716 5,600,190,731 

Construction Work in progress 16,917,600 247,262,329 

Current Assets 880,075,975 433,690,535 


Trade receivables 6 743,348,727 305,627,716 

Advance, deposit and prepayment 7 109,144,869 108,929,833 

Other receivables 8 10,000 50,000 

Cash and cash equivalents 9 25,128,744 13,944,346 

Total Assets 7,114,000,291 6,281,143,596 

EQUITY AND LIABILITIES 

Equity 1,052,604,340 534,424,116 

Share capital 10 100,000,000 2,500,000 

Share money deposit 400,000,000 497,500,000 

Revaluation Surplus on Property, Plant and Equipment 369,615,571 - 

Retained earnings 182,988,769 34,424,116 

Non-Current Liabilities 

Long term borrowings 11 3,203,389,600 3,325,287,963 

Current Liabilities 2,858,006,351 2,421,431,517 

Current portion of long term borrowings 860,560,808 688,656,695 

Short term borrowings 12 26,234,084 26,234,084 

Trade creditors 13 44,105,723 32,479,417 

Accruals & other payables 14 1,927,105,735 1,674,061,320 

Note 


Amount In BDT 

Total Equity and Liabilities 7,114,000,291 6,281,143,596 

The annexed notes form an integral part of this financial statement. 

Sd/- 

Chairman 

Sd/- 


Sd/- 



Sd/- 

Dated, Dhaka; 















145



For the period from 01 October 2011 to 31 December 2011 

Amount In BDT 

Note 

1 October 2011 to 


1 July 2010 to 30 

September 2011 

Revenue 15 1,102,490,888 1,050,545,095 

Less : Cost of generation 16 (835,264,640) (876,584,802) 

Gross Profit 267,226,248 173,960,293 

Other income 100,000 24,000 

Administrative expenses 17 (3,654,166) (4,297,345) 

Preliminary and pre-operating expenses 18 - (1,341,050) 


19 (154,364,990) (135,854,826) 

Profit before tax 109,307,092 32,491,072 

Income tax expenses - - 

Profit after tax 109,307,092 32,491,072 

Other Comprehensive income 

Unrealized foreign exchange gain 39,257,561 1,933,044 

Total Comprehensive income for the period 

148,564,653 34,424,116 

Basic Earning Per Share (EPS) 20 437.23 129.96 

The annexed notes form an integral part of this financial statement. 


Chairman Managing Director Company Secretary 


Sd/- 

Dated, Dhaka; 















146




Particulars 

Share 

Capital 

BDT 

Share money 

deposits 

BDT 

Retained 

Earnings 

BDT` 

Revaluation 

Surplus 

Balance at 1 July 2010 

Proceeds from issue of share 2,500,000 497,500,000 - - 500,000,000 

Total Comprehensive income for the period - - 34,424,116 - 34,424,116 

Balance at 30 September 2011 2,500,000 497,500,000 34,424,116 - 534,424,116 

Balance at 1 October 2011 2,500,000 497,500,000 34,424,116 - 534,424,116 

Share issue during the period 97,500,000 (97,500,000) - 

- - 

Revaluation Surplus on Property, Plant and Equipment - - - 369,615,571 369,615,571 

Total Comprehensive income for the period - - 148,564,653 - 

148,564,653 

Balance at 31 December 2011 100,000,000 400,000,000 182,988,769 369,615,571 1,052,604,340 

Total 

BDT 

Sd/- 

Chairman 

Sd/- Sd/- 




Sd/- 

Dated, Dhaka; 















147




Note 

Amount In BDT 

1 October 2011 to 31 

December 2011 



Cash flow from operating activities 

Cash receipts from customers and others 704,127,438 746,874,423 

Cash paid to suppliers, employees and other parties (656,320,628) (514,226,198) 

Net cash flow from operating activities 47,806,810 232,648,225 

Cash flow from investing activities: 

Property, plant and equipment (69,710,562) (5,667,700,352) 

Construction Work in progress (16,917,600) (247,262,329) 

Net cash used in investing activities (86,628,162) (5,914,962,681) 

Cash flow from financing activities: 

Proceeds from long term borrowings 50,005,750 4,013,944,658 

Proceeds from issue of shares 97,500,000 2,500,000 

Proceeds from share money deposit (97,500,000) 497,500,000 

Proceeds from inter-company current A/C - 1,182,314,144 

Net cash flow from financing activities 50,005,750 5,696,258,802 

Net changes in cash and cash equivalents 11,184,398 13,944,346 

Cash and cash equivalents at 1 October 2011 13,944,346 - 

Cash and cash equivalents at 31 December 2011 25,128,744 13,944,346 

Sd/- 

Chairman 

Sd/- 

Dated, Dhaka; 



Sd/- 



Sd/- 














148




1. Reporting entity 


Dutch Bangla Power and Associates Ltd. was incorporated on 01 July 2010 as a public limited company in 

Bangladesh and obtained the certificate of commencement of business under the Companies Act 1994 on 21 July 

2011. The registered office of the company is Orion House,153-154 Tejgaon, Dhaka. 

1.2 Nature of business 

Dutch Bangla Power and Associates Ltd. has implemented a 100 MW HFO Power Plant on quick rental basis in 

Meghnaghat, Dhaka with machineries and equipments supplied by Wartsila Finland OY. Dutch Bangla Power and 

Associates Ltd. is a power company responsible for the operation of electric power plants for local consumption. The 

power generated from the power plant will be supplied to Bangladesh Power Development Board (BPDB) under 5 

years contract started from 01.07.2010. BPDB is the main customer of the company. The principal activity of the 

Company is to set up power plants for generation and supply of electricity. 

The power plant is based on Hyper Furnace Oil (HFO). 


2.1 Statement of compliance 

These financial statements have been prepared in accordance with International Financial Reporting Standards 

(IFRS), Companies Act 1994 and other applicable laws and regulations in Bangladesh. 

2.2 Basis of measurement 

The financial statements have been prepared on the Historical Cost basis, and therefore, do not take into 

consideration the effect of inflation. The accounting policies stated have been adopted by management and 

consistently applied by the Company. 

2.3 

Going Concern 

As per IAS-1, a company is required to make assessment at the end of each year to make assessment of its 

capability to continue as going concern. Management of the Company makes such assessment each year. The 

company has adequate resources to continue in operation for the foreseeable future and has wide coverage of its 

liabilities. For this reason, the directors continue to adopt going concern assumption while preparing the financial 

statements. 


The Financial period of the company covers 3-months from 01 October 2011 to 31 December 2011. 

2.5 Functional and presentational currency and level of precision 

The financial statements is presented in Bangladesh Taka (BDT) which is both functional currency and presentation 

currency of the company. 

2.6 

Structure, Content and Presentation of Financial Statements 

Being the general purpose financial statements, the presentation of this financial statements is in accordance with the 

guidelines provided by IAS 1: “Presentation of Financial Statements”. A complete set of financial statements 

comprises: 


ii) Statement of Comprehensive Income for the period from October 1, 2011 to December 30, 2011; 

iii) 

iv) 

v) 

Statement of Changes in Equity for the period from October 1, 2011 to December 31, 2011; 

Statement of Cash Flow for the period from October 1, 2011 to December 31, 2011; and 

Notes comprising a summary of significant accounting policies and other explanatory information for the period 

from October 1, 2011 to December 31, 2011; 













149

2.7 

Risk and Uncertainty for use of Estimates and Judgments 

The preparation of financial statements in conformity with International Financial Reporting Standards requires 

management to make judgments, estimates and assumptions that affect the application of accounting policies and the 

reported amounts of assets, liabilities, income and expenses and for contingent assets and liabilities that require 

disclosure, during and at the date of the financial statements. 

Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing 

basis. Revisions of accounting estimates are recognized in the period in which the estimate is revised and in any 

future periods affected as required by IAS 8: “Accounting Policies, Changes in Accounting Estimates and Errors”. 

3. 

Significant accounting policies 

The accounting policies set out below have been applied for the period presented in these financial statements. 

3.1 Property, plant and equipment 

(a) 

(b) 

Recognition and measurement 

The cost of an item of property, plant and equipment comprises its purchase price, import duties and non-refundable 

taxes, after deducting trade discount and rebates, and any costs directly attributable to bringing the asset to the 

location and condition necessary for it to be capable of operating in the intended manner. 

An item shall be recognized as property, plant and equipments if, and only it is probable that future economic 

benefits associated with the item will flow to the entry, and the cost of the item can be measured reliably. 

Capitalization of borrowing cost 

Finance costs that are directly attributable to the plant and machinery are included in the cost of those plants in 

compliance with IAS 23 Borrowing Costs. Capitalization of borrowing costs ceases upon receipt of independent 

engineers' report which, in accordance with Power Purchase Agreement, confirms the availability of plants for use. 

(c) 

(d) 


The cost of replacing part of an item of property, plant and equipments is recognised in the carrying amount of an 

item if it is probable that the future economic benefits embodied within the part will flow to the company and its cost 

can be measured reliably. The costs of the day-to-day servicing of property, plant and equipment are recognised in 

the profit and loss account as `Repair & Maintenance ‘when it is incurred. 


Property, Plant and equipment are disclosed at written down value less depreciation consistently over years. On 31 

December 2011 Land and Land Developments, Building and other Civil constructions and Plant and Machinery have 

been revalued to reflect fair value (prevailing market price) thereof following “Current Cost Method” detail of which 

are as follows: 

Particular 

Land and Land 

Development 

Factory and Office 

Building 

Plant and Machinery 

Depreciation 

Name of Valuer 

Syful Shamsul 

Alam & Co. 




& Co.) 

Qualification of 

Valuer 

Chartered 

Accountants 

Date of 

Revaluation 

31 December 

2011 

The carrying 

amount of Assets 

Value of Assets 

after revaluation 

Revaluation 

Surplus 

240,343,328 541,290,000 541,290,000 

371,642,950 379,082,557 7,439,607 

5,221,749,744 

5,282,979,036 

61,229,292 

5,833,736,022 6,203,351,593 609,958,899 

Property, plant and equipments are recorded of historical cost less accumulated depreciation, in accordance with the 

provisions of IAS 16: Property Plant and Equipment. Depreciation is charged on addition from the month of 

acquisition. Depreciation of an asset begins when it is available for use. Depreciation is charged on all fixed assets 

except land and land developments on Straightline method at the following rates: 

Category of Assets 


Building & Civil Construction 5% 

Vehicles 20% 

Office Equipments 20% 

Furniture & Fixtures 15% 

Plant & Machineries 5% 













150

(e) 

(f) 

Retirements and disposals 

An asset is derecognised upon disposal or when no future economic benefits are expected from its use and 

subsequent disposal. Gains or losses arising from the retirement or disposal of an asset is determined as the 

difference between the net disposal proceeds and the carrying amount of the asset and is recognised as gain or loss 

from disposal of asset under other income in the statement of comprehensive income. 

Capital works in -progress 

Capital works in -progress consists of construction cost of Administrative Building of Dutch Bangla Power and 



Inventories stated at lower of cost and net realizable value as prescribed by IAS-2: Inventories. The cost is calculated 

on First in First out (FIFO) method. Costs comprise of expenditure incurred in the normal course of business in 

bringing out such inventories to its location and conditions. 

Net realizable value is based on estimated selling price less any further costs expected to be incurred to make the 

sale effective. 


Provisions and accrued expenses are recognised in the financial statements in line with the International Accounting 

Standard (IAS) 37 “Provisions, Contingent Liabilities and Contingent Assets” when 


• it is probable that an outflow of economic benefit will be required to settle the obligation. 


Other Payables are not interest bearing and are stated at their nominal value. 

3.4 Contingencies 

Contingencies arising from claim, litigation assessment, fines, penalties etc. are recorded when it is probable that a 

liability has been incurred and the amount can reasonably be measured. The Company has no contingent assets or 

liabilities which require disclosures under IAS:37. 

3.5 Revenue 

Revenue is recognised in the statement of comprehensive income upon supply of electricity, quantity of which is 

determined by survey of meter reading. Revenue comprises receipt of rental payment and energy payment. Rental 

payments are recognised according to the terms set out in the Contract for making available the dependable capacity 

in each month . Energy payments are calculated based on net output generated and supply to BPDB. 

3.6 Taxation 

As per sec. 52N of Income Tax Ordinance 1984, 4% tax is payable at the time of rental received as TDS which shall 

be treated final discharge of tax liability. Bangladesh Power Development Board (BPDB) shall be responsible for 

payment of income taxes, VAT, duties, levies, all other charges imposed or incurred inside Bangladesh on any 

payment made by BPDB to Dutch-Bangla Power and Associates Ltd. or the importation (on a re exportable basis) of 

any plant /equipment (excluding consumable) and /or spare parts before Commercial Operation Date and /or 

replacement equipment and spare parts for operation throughout the contract period as per contract No.09756 article- 

17. As 4% TDS is directly paid by BPDB on the invoice amount. So tax amount is not recognised either income or 

expenses in the comprehensive income statement. 

3.7 Deferred tax 

Since 4% Tax deducted at source is the final discharge of tax liability and there is no deductible or taxable 

temporary difference, so deferred tax is not recognised and considered. 


Foreign currency transactions are recorded, on initial recognition in the functional currency at the spot exchange rate 

ruling at the transaction date. 

At the end of each reporting period in compliance with the provision of IAS 21: The Effects of Changes in Foreign 

Exchange Rates. 

(a) Foreign currency monetary items are translated using the closing rate. 

(b) Non-monetary items that are measured in terms of historical costs in a foreign currency are translated using the 

exchange rate at the date of the transaction. 

(c) Non-monetary items that are measured at fair value in a foreign currency is translated using the exchange rate at 

the date when the fair value is determined. 

Exchange differences arising on the settlement of monetary items or on translating monetary items at rate different 

from those at which they were translated on initial recognition during the period or in previous financial statements 

is recognized in profit or loss in the period in which they arise. 













151

3.9 Finance Cost 

Finance expenses comprise interest expense on long term borrowings, overdraft and bank charges. All borrowing 

costs are recognised in the statement of comprehensive income using effective interest method except to the extent 

that they are capitalised during construction period of the plants in accordance with IAS 23: Borrowing cost. 

3.10 Financial Instrument 

Financial assets 

As per IAS 39 "Financial Instrument: Recognition and Measurement" the company initially recognises receivables 

and deposits on the date that they are originated. All other financial assets are recognised initially on the date at 

which Company becomes a party to the contractual provisions of the transaction. 

The company derecognises a financial asset when the contractual rights or probabilities of receiving the cash flows 

from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a 

transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. 

Financial assets carried in the statement of financial position include cash and cash equivalents, trade and other 

receivables, advance and deposits. 

(a) Cash and cash equivalents 

Cash and cash equivalents consists of cash on hand and with banks on current and deposit accounts which are held 

and available for use by the company without any restriction. There is insignificant risk of change in value of the 

same. 

(b) Trade receivables 

Trade receivables consists of unpaid bill amounts receivable from Bangladesh Power Development Board (BPDB). 

Invoice is raised on a monthly basis and trade receivable is recognised after netting of the energy payment for Hyfer 

Furnace Oil (HFO) deducted by BPDB as per contract. 


As per IAS 39 "Financial Instrument: Recognition and Measurement" the company initially recognises debt 

securities issued and subordinated liabilities on the date that they are originated. All other financial liabilities are 

recognised initially on the transaction date at which company becomes a party to the contractual provisions of the 

liability. 

The company derecognises a financial liability when its contractual obligations are discharged or cancelled or 

expired. 

Financial liabilities include loans and borrowings, accounts payable and other payables. 

(a) Loans and borrowings 

Principal amounts of the loans and borrowings are stated at their amortised amount. Borrowings repayable after 

twelve months from the date of statement of financial position are classified as non-current liabilities whereas the 

portion of borrowings repayable within twelve months from the date of statement of financial position, unpaid 

interest and other charges are classified as current liabilities. 

(b) Trade payables 

The Company recognises a financial liability when its contractual obligations arising from past events are certain 

and the settlement of which is expected to result in an outflow from the entity of resources embodying benefits. 

The Company was not a party to any derivative contract that need to disclose as per IFRS 7 "Financial Instruments: 

Disclosure" 













152

3.11 

Impairment of assets 

All assets except inventory, assets arising from construction contracts and financial assets is assessed at the end of 

each reporting period to determine whether there is any indication that an assets may be impaired. If any such 

indication exists the company assesses the recoverable amount. If, and only if, the recoverable amount of an asset is 

less than its carrying amount, the carrying amount of the assets is reduced to its recoverable amount. The reduction is 

an impairment loss. 

An impairment loss is recognized immediately in profit or loss, unless the asset is carried at revalued amount in 

accordance with another standard. Any impairment loss of a revalued asset is treated as a revaluation decrease. No 

such assets have been impaired during the year and for this reason no provision has been made for impairment of 

assets. 

3.12 

Segment Reporting 

No geographical and operational segment reporting is applicable for the Company as required by IAS 14:”Segment 

reporting” and IFRS 8”Operating Segment”, as the Company operates in single operation in a single geographical 

area. 

3.13 Earnings per share (EPS) 

Earnings per share (EPS) is calculated in accordance with International Accounting Standard IAS–33 “Earnings per 

Share” by dividing the profit or loss attributable to ordinary equity holders of the entity by the weighted average 

number of ordinary shares outstanding during the period. 

3.14 Statement of Cash Flows 

The Statement of Cash Flows has been prepared under `Direct Method’ in accordance with the requirements of IAS 

7: Statement of Cash Flows. 

3.15 Events after reporting date 

There is no material events occurred after the balance sheet upto the date of issue of these financial statements, 

which could affect the figures stated in the financial statements. 













153

4. Property, Plant and Equipment : 

Amount in BDT 

Sl. 

No. 

Group of Assets 

Balance as at 

01.10.2011 

COST 

Additions during 

the period 

Balance as at 

31.12.2011 

Dep. 

Rate 

(%) 

Balance as on 

01.10.2011 

Depreciation 

Charged 

during the 

period 

Balance as on 

31.12.2011 

Written Down 

Value as at 

31.12.2011 

A. At Historical Cost 

1 Land 240,343,328 - 240,343,328 - - - 240,343,328 

2 Building & Civil Construction 66,465,225 308,123,202 374,588,427 5% 830,815 2,114,662 2,945,477 371,642,950 

3 Plant & Machineries 5,279,357,847 75,317,310 5,354,675,157 5% 65,991,973 66,933,439 132,925,412 5,221,749,745 

4 Vehicles 1,940,557 1,940,557 20% 97,028 97,028 194,056 1,746,501 

5 Office Equipments 10,933,020 618,000 11,551,020 20% 546,651 568,296 1,114,947 10,436,073 

6 Furniture & Fixtures 1,150,754 424,000 1,574,754 15% 43,153 59,053 102,206 1,472,548 

Sub Total 5,600,190,731 384,482,512 5,984,673,243 67,509,621 69,772,478 137,282,099 5,847,391,145 

B. Revaluation 

1 Land - 300,946,672 300,946,672 - - - 300,946,672 

2 Building & Civil Construction - 7,439,607 7,439,607 5% - - - 7,439,607 

3 Plant & Machineries - 61,229,292 61,229,292 5% - - - 61,229,292 

Sub Total 

Total 31 December 2011 

Total 30 September 2011 

- 369,615,571 369,615,571 - - - 369,615,571 

5,600,190,731 754,098,083 6,354,288,814 - 67,509,621 69,772,478 137,282,099 6,217,006,716 

- 5,667,700,352 5,667,700,352 - 67,509,621 67,509,621 5,600,190,731 













154

5 Inventories 

31 December 

2011 

Amount In BDT 

30 September 

2011 

Mobil 2,342,705 5,138,640 

Spare parts 100,930 - 

2,443,635 5,138,640 

6 Trade Receivables 

Receivables from BPDB 743,348,727 305,627,716 

743,348,727 305,627,716 

7 Advances, Deposits and Prepayments 

Employee Advance 1,114,967 621,000 

Advance to Supplier 3,743,651 2,393,651 

Bank Guarantee-PDB 85,070,000 62,640,000 

LC Margin A/c 12,201,508 33,176,664 

Differed Expenditure (Advance Insurance Premium) 7,014,743 10,098,518 

109,144,869 108,929,833 

8 Other Receivables 10,000 50,000 

10,000 50,000 

9 Cash and Cash Equivalents 

Cash in Hand 45,727 595,246 

Cash at Bank 25,083,017 13,349,100 

Agrani Bank Limited Pr. Branch-020000051380 

7,897,217 13,339,100 

Agrani Bank Limited, A/c No. 0200000264032 

17,185,800 10,000 

25,128,744 13,944,346 

10 Share Capital 

Authorised Capital 

100,000,000 Ordinary shares of TK. 10/- each 1,000,000,000 1,000,000,000 

1,000,000,000 1,000,000,000 

Issued, Subscribed, Called - up & paid up Capital 

10,000,000 Ordinary Shares of Tk 10/- each 100,000,000 2,500,000 

The shareholding position of the company are as under: 

31 December 2011 30 September 2011 

Name No. of Share BDT No. of Share BDT 

Orion Pharma Limited 6,700,000 67,000,000 112,500 1,125,000 

Dutch Bangla Power Limited 2,987,500 29,875,000 62,500 625,000 

Shenzhen Nanshan Power Company Ltd. 50,000 500,000 50,000 500,000 

Mohammad Obaidul Karim 100,000 1,000,000 5,000 50,000 

Salman Obaidul Karim 100,000 1,000,000 5,000 50,000 

Mrs. Nudrat S Karim 50,000 500,000 2,500 25,000 

Jamal Uddin Ahmed Chowdhury 12,500 125,000 12,500 125,000 

10,000,000 100,000,000 250,000 2,500,000 













155

Amount In BDT 


December 2011 



11 Long term Borrowings 4,063,950,408 4,013,944,658 

Agrani Bank Limited - Principal Branch 

2,000,026,750 2,000,021,000 


1,913,923,658 1,913,923,658 


50,000,000 - 

SABINCO 

100,000,000 100,000,000 

Less: Current Portion of long term borrowings 860,560,808 688,656,695 

3,203,389,600 3,325,287,963 



This is repayable in 60 monthly equal installments each of Taka 47,580,360 commencing from 21/08/2011. The rate 

of interest is 15% per annum. 

ii) 

iii) 


This is repayable in 60 monthly equal installments each of Taka 45,532,110 commencing from 21/08/2011. The rate 

of interest is 15% per annum. 


This is repayable in 56 monthly installments each of Taka 1,246,869 commencing from 21/12/11 Interest at the rate 

of 15% per annum is also payable on quarterly basis. 

iv) 

SABINCO 

This is repayable in 60 monthly installments each of Taka 2,378,993 commencing from 21/08/2011. Interest at the 

rate of 15% per annum is also payable on quarterly basis. 


A) Specific first charge on pari passu basis over Plant & Machineries of Dutch-Bangla Power And Associates Ltd. 

B) 

C) 

D) 

E) 

F) 

G) 

H) 

I) 

Charge on benefits under all insurance policies insuring the relevant fixed assets of the Company. Lenders shall 

be made co-payees in all insurance policies of Dutch-Bangla Power And Associates Ltd. 

Hypothecation of machinery, building & infrastructure, furniture & equipment on first ranking pari-passu basis 

creating charge with RJSC. 

Sponsors under taking to remain the majority share of the project during the tenor of the loan, to be in control of 

the management of the company and to inject necessary equity fund to finance any cost over run of the project 

and to maintain all the covenants (e.g. maintain financial ratio within acceptable range as stated in the covenant 

section) unless otherwise mutually agreed between the lenders and the Company. 

The shareholding of the Company will not be changed, amended expanded or reduced without the written 

consent of all lenders during the tenor of the loan or as long as any part of the term loan is outstanding. 

The Sponsor of the Company undertakes to maintain project completion, minimum DSCR, highest Gearing ratio 

of the project. 


Guarantee of all jointly and individual, Personal Guarantee for total loan and Preference Share amount of all the 

directors of the company. 

60 post dated cheques for each monthly installment of Syndicated Term loan along with memorandum of deposit 

of cheque to be obtained from the customer. 

Agrani Bank Limited along with other banks has arranged syndication loan Tk. 4,150,000,000 as lead arranger in 

2010.The moratorium period and financial institution of this syndication loan is of 9 months commencing from the 

date of signing of facility Agreement. 













156

12 

13 

Short term borrowings 

Payment against document (Agrani Bank) 

Trade Creditors 

Accounts Payable - Suppliers 


December 2011 

Amount In BDT 



26,234,084 26,234,084 

26,234,084 26,234,084 

44,105,723 32,479,417 

44,105,723 32,479,417 

14 Accruals & Other Payables 

Salary 

Bank Interest (Long term borrowers) 

1,047,468 670,465 

245,760,646 102,269,917 

IDCP interest 29,576,000 29,576,000 


3,878,612 3,878,612 

Withholding VAT 

Withholding Tax 

Audit Fee 

Inter Company (Current 

Loan arrangement fee 

Other Payable 

469,869 786,964 

1,116,816 1,103,890 

261,250 261,250 

1,362,423,341 1,182,314,144 

40,106,250 40,106,250 

242,465,483 313,093,828 

1,927,105,735 1,674,061,320 

14.1 Inter Company Payables (Current Account) 


IEL Consortium and Associates Limited 

Belhasa Accom & Associates Limited 

1,343,562,869 1,182,314,144 

11,276,048 - 

7,584,424 - 

1,362,423,341 1,182,314,144 

15 Revenue 

Reference Rental Price 358,755,000 264,015,000 

Reference Energy Price 743,735,888 786,530,095 

Variable- Fuel 39,708,450 39,679,671 

Variable-O&M 704,027,438 746,850,424 

1,102,490,888 1,050,545,095 

Turnover from the plants consists of monthly rental payment on dependable capacity i.e. 100 MW @ $15 and Energy 

payment for Variable Operation and Maintenance Payment in USD and Liquid fuel payment in BDT by BPDB. 

Plant Capacity (Monthly): 

Contracted Rental Capacity (MW) 

Total no. of units of Plant 

Capacity of each Plant 

100 MW 

12 units 

8.9 MW 













157

Amount In BDT 


December 2011 



16 Cost of generation 

Materials 733,774,788 775,946,163 

Hyper Furnace Oil ( HFO ) 719,993,544 746,850,423 

Mobil 13,781,244 29,095,740 


101,489,852 100,638,639 

O & M Service 23,899,854 26,423,664 


1,947,886 1,249,481.05 

Entertainment 

152,166 213,701 

Plant Office Transport 

180,644 189,784 

Plant Office Utilities 

75,545 14,883 

Plant Office Communication 

226,380 36,918 

Fees & Taxes 

63,234 1,053,918 


43,391 14,502 

Maintenance & Repair 

445,369 586,798 


1,224,428 827,536 

Transportation 

5,103 13,799 


88,368 62,234 

Repair & Maintenance 

4,334 805 

Insurance , Taxes & Duties 

- 63,107 

Depreciation 

69,772,478 67,509,621 

Amortization of Insurance 

3,083,775 2,270,472 


276,898 107,416 

835,264,640 876,584,802 

17 

Administrative Expenses 


Entertainment 

Office Transport 

Advertisement 

Office Utilities 

Office Communication 

Fees & Taxes 


Maintenance & Repair 


Audit fee 


Consultancy Fees 


216,432 138,831 

16,907 23,745 

6,585 2,697 

3,154,396 3,531,300 

8,394 1,654 

13,486 3,546 

7,026 117,102 

4,821 1,611 

49,485 65,200 

136,048 91,948 

- 261,250 

9,819 6,915 

- 40,000 

30,766 11,546 

3,654,166 4,297,345 













158

Amount In BDT 


December 2011 



18 Preliminary & Pre-operating Expenses 

BERC- Certificate - 500,000 

Trade License - 22,000 

Environment Certificate - 50,000 

Company Registration - 505,000 

TIN Fees - 2,500 

Credit Rating fees - 156,250 

VAT Registration - 5,300 

BOI Certificate - 100,000 

- 1,341,050 

19 Financial Expenses 

Interest on long term borrowers 145,978,493 135,776,061 

Bank Charges 8,386,497 78,765 

154,364,990 135,854,826 

20 Earning Per Share 


Profit after tax 

109,307,092 32,491,072 

Number of ordinary shares outstanding during the period 250,000 250,000 

Basic Earning Per Share (EPS) 437.23 129.96 













159

21. Related Party Transactions 

The company has entered into transactions with other entities that fall within the definition of related party as 

contained in IAS-24 “Related Party Disclosures”. Total transactions of the significant related party as at 31 

December 2011 are as follows: 

Name of Related 

Party 

Relationship 

Orion Pharma Limited Holding Company 


IEL Consortium and 

Associates Limited 

Common Director 

Nature of 

Transaction 

Investment in 

Share Capital 

Intercompany 

Current A/C 

Intercompany 

Current A/C 

Opening 

Balance as on 

01.10.2011 

Addition 

Adjustment 

Closing 

Balance as on 

31.12.2011 

1,125,000 65,875,000 - 67,000,000 

1,182,314,144 161,248,725 - 1,343,562,869 

- 11,276,048 - 11,276,048 

Belhasa Accom & 

Associates Limited 

Common Director 

Intercompany 

Current A/C 

- 7,584,424 - 7,584,424 

Transaction with Key Management Personnel: 

Particulars 

Managerial Remuneration paid or payable during the period to the directors, including 

managing directors, a managing agent or manager 



Commission received or receivable by the managing agent or his associate as selling or 

buying agent of other concerns in respect of contracts entered into by such concerns with the 

company 

The money value of the contracts for the sale or purchase of goods and materials or supply of 

services, entered into by the company with the managing agent or his associate during the 

period. 

Any other perquisite or benefits in cash or in kind stating, approximate money value where 

applicable. 


Pensions etc. 

(i) Pensions 


(iii) Payments from a provident funds, in excess of own subscription and interest thereon 


Value in 

BDT 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

22. Employee Details: 

During the period, there were 25 employees employed for the full period and the end of the period, there 

were 25 employees in the Company with remuneration of Taka 3,000 per month and above. 

23. Rounding off 

Amounts appearing in these financial statements have been rounded off to the nearest BDT. 

24. 

Authorisation of financial statements to issue 

The financial statements were authorised for issue by the Board of Directors on 12 April 2012. 

Sd/- Sd/- 

Sd/- 














160

Auditor’s Report 

To 

The Shareholders of IEL Consortium and Associates Ltd. 

We have audited the accompanying interim financial statements of IEL Consortium and Associates 

Ltd., which comprise the statement of financial position as at 31 December 2011 and the statement of 

comprehensive income, statement of changes in equity and statement of cash flows for the period 

from 01 October 2011 to 31 December 2011 and a summary of significant accounting policies and 

other explanatory information. 


Management is responsible for the preparation and fair presentation of these interim financial 

statements in accordance with International Financial Reporting Standards (IFRS), the Companies 

Act 1994 and other applicable laws and regulations in Bangladesh. This responsibility includes: 

designing, implementing and maintaining internal control relevant to the preparation and fair 

presentation of financial statements that are free from material misstatements, whether due to fraud 

or error; selecting and applying appropriate accounting policies; and making accounting estimates 

that are reasonable in the circumstances. 

Auditor’s Responsibility 

Our responsibility is to express an opinion on these interim financial statements based on our audit. 

We conducted our audit in accordance with International Standards on Auditing (ISA). Those 

standards require that we comply with ethical requirements and plan and perform the audit to obtain 

reasonable assurance about whether the financial statements are free from material misstatement. 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures 

in the financial statements. The procedures selected depend on the auditor’s judgment, including the 

assessment of the risks of material misstatement of the financial statements, whether due to fraud or 

error. In making those risk assessments, the auditor considers internal control relevant to the entity’s 

preparation and fair presentation of the financial statements in order to design audit procedures that 

are appropriate in the circumstances, but not for the purpose of expressing an opinion on the 

effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of 

accounting policies used and the reasonableness of accounting estimates made by management, as 

well as evaluating the overall presentation of the financial statements. 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis 

for our audit opinion. 













161

Opinion 

In our opinion, the interim financial statements present fairly, in all material respects, the financial 

position of IEL Consortium and Associates Ltd. as at 31 December 2011, and its financial 

performance and its cash flows for the period from 01 October 2011 to 31 December 2011 in 

accordance with International Financial Reporting Standards and comply with the Companies Act, 

1994 and other applicable laws and regulations in Bangladesh. 


a) we have obtained all the information and explanations which to the best of our knowledge and 

belief were necessary for the purposes of our audit and made due verification thereof; 

b) in our opinion, proper books of account as required by law have been kept by the Company so 

far as it appeared from our examination of these books; 

c) the Company's statement of financial position and statement of comprehensive income dealt 

with by the report are in agreement with the books of account and returns; and 

d) the expenditure incurred was for the purposes of the Company's business. 

Dated: Dhaka; 

12 April 2012 

Sd/- 















162

IEL Consortium And Associates Ltd. 


as at 31 December 2011 

ASSETS 

Amount in BDT 

Note 



Property, Plant and Equipment 4 5,828,227,742 5,583,682,092 

Construction Work in Progress - 24,700,569 

Current Assets 559,243,611 742,758,344 


Trade Receivables 6 440,936,639 631,092,819 

Advance, Deposit and Prepayments 7 47,102,501 61,429,789 

Inter Company Receivables (Current Account) 8 24,328,317 409,360 

Cash and Cash Equivalents 9 866,449 14,480,996 

Total Assets 6,387,471,353 6,351,141,005 

SHAREHOLDERS' EQUITY AND LIABILITIES 


Ordinary Share Capital 10 1,000,000,000 1,000,000,000 

Preference Share Capital 11 500,000,000 - 

Revaluation Surplus on Fixed Assets 285,614,131 - 


Non-Current Liabilities 3,368,539,029 3,019,538,573 

Syndication Loan (Long Term Portion) 12 3,018,539,029 3,019,538,573 

Advance Against Equity 13 350,000,000 - 

Current Liabilities 868,344,249 2,082,601,778 

Syndication Loan (Current Portion) 12 521,776,969 567,932,221 

Trade Creditors 14 58,097,457 31,651,374 

Inter Company Payables (Current Account) 15 142,152,389 1,201,802,151 

Accrual & Others Payable 16 146,317,434 281,216,032 

Total Shareholder Equity and Liabilities 6,387,471,353 6,351,141,005 


Sd/- 

Chairman 

Sd/- 

Sd/- 




Sd/- 

Dated, Dhaka: 















163



For the period 01 October 2011 to 31 December 2011 

Note 

Amount in BDT 

1 October 2011 to 1 July 2010 to 


Revenue 17 927,296,384 2,183,402,453 

Less : Cost of Generation 18 (700,078,517) (1,786,438,536) 

Gross Profit 227,217,867 396,963,917 

Operating Expenses 

Administrative expenses 19 (40,739,979) (5,418,339) 

Preliminary Expenses 20 - (2,846,396) 

Operating Revenue 186,477,888 388,699,182 


Other Income 

21 (125,348,774) (139,892,544) 

- 194,016 

Profit before Tax 

61,129,114 249,000,654 

Provision for Income Tax - - 

Profit After Tax 61,129,114 249,000,654 

Add: Other Comprehensive Income 

Unrealised foreign Exchange Gain 54,844,176 - 

Revaluation Surplus on Property, Plant and Equipments 285,614,131 - 

Total Comprehensive Income 401,587,421 249,000,654 

- 

Basic Earning per share (EPS) 22 0.61 9.27 

Diluted EPS 

0.47 - 


Sd/- 

Chairman 

Sd/- 

Dated, Dhaka: 



Sd/- 



Sd/- 














164




Particulars 

Ordinary 

Share Capital 

Preference 

Share Capital 

Revaluation of 

Fixed Assets 

Retained 

Earnings 

Amount in BDT 

Total 

Balance at 1st July 2010 - - - - - 

Share Issued 1,000,000,000 - - - 1,000,000,000 

Net Profit for the period - - - 249,000,654 249,000,654 

Balance at 30 September 2011 1,000,000,000 249,000,654 1,249,000,654 

Balance at 1 October 2011 1,000,000,000 - - 249,000,654 1,249,000,654 

Preference Share Issued - 500,000,000 - - 500,000,000 

Net Profit for the period - - - 61,129,114 61,129,114 

Revaluation Surplus on Property, 

Plant and Equipment - - 285,614,131 285,614,131 

Unrealised Foreign Exchange Gain - - 54,844,176 54,844,176 

Balance at 31 Decemebr 2011 1,000,000,000 500,000,000 285,614,131 364,973,944 2,150,588,075 

Sd/- Sd/- 

Sd/- 

Chairman 




Sd/- 

Dated, Dhaka: 















165




Cash flow from operating activities: 



Amount in BDT 

1 July 2010 to 


Cash receipts from customers 1,172,296,740 1,552,309,634 

Receipts from other sources - 194,016 

Cash paid to suppliers and other Parties (1,857,272,349) (257,617,823) 

Interest and other charges paid (125,348,774) (139,892,544) 

Net cash flow from operating activities (810,324,383) 1,154,993,283 

Cash flow from investing activities: 

Property, plant and equipment (6,135,368) (5,703,282,512) 

Construction Work in Progress - (24,700,569) 

Net cash used in investing activities (6,135,368) (5,727,983,081) 

Cash flow from financing activities: 

Proceeds from/(payments towards) project or 

syndication loan 

(47,154,796) 3,587,470,794 

Proceeds from issue of preference shares 500,000,000 - 

Proceeds from advance against equity share 350,000,000 - 

Proceeds from issue of shares - 1,000,000,000 

Net cash flow from financing activities 802,845,204 4,587,470,794 

Net changes in cash and cash equivalents (13,614,547) 14,480,996 

Cash and cash equivalents at 01 October 2011 14,480,996 - 

Cash and cash equivalents at 31 December 2011 866,449 14,480,996 

Sd/- 

Chairman 

Sd/- 

Dated, Dhaka: 



Sd/- 



Sd/- 














166

1. Reporting entity 





IEL Consortium and Associates Ltd is a public limited company incorporated in Bangladesh on 30 June 2010 under 

the Companies Act 1994.The registered office of the company is at 153-154, Tejgaon Industrial Area, Dhaka-1208, 

Bangladesh. 

1.2 Nature of business 

IEL has been implemented a 100 MW HFO Power Plant on quick rental basis in Meghnaghat, Dhaka with 

machineries and equipments supplied by Wartsila Finland OY. IEL Consortium & Associates Ltd. is a power 

company responsible for the operation of electric power plants for local consumption. The power generated from the 

power plant will be supplied to Bangladesh Power Development Board (BPDB) under 5 years contract started from 

30.06.2010. Bangladesh Power Development Board (BPDB) is the main customer of the company. The principal 

activity of the Company is to set up power plants for generation and supply of electricity. The power plant is based 

on Hyper Furnace Oil (HFO). 



These financial statements have been prepared in accordance with International Financial Reporting Standards 

(IFRS), Companies Act 1994 and other applicable laws and regulations in Bangladesh. 


The financial statements have been prepared on the Historical Cost basis, and therefore, do not take into consideration 

the effect of inflation. The accounting policies stated have been adopted by management and consistently applied by 

the Company. 

2.3 

Going Concern 

As per IAS-1, a company is required to make assessment at the end of each year to make assessment of its capability 

to continue as going concern. Management of the Company makes such assessment each year. The company has 

adequate resources to continue in operation for the foreseeable future and has wide coverage of its liabilities. For this 

reason, the directors continue to adopt going concern assumption while preparing the financial statements. 


The Financial period of the company covers 3-months from 01 October 2011 to 31 December 2011. 

2.5 Functional and presentational currency and level of precision 

The financial statements is presented in Bangladesh Taka (BDT) which is both functional currency and presentation 

currency of the company. 

2.6 

Structure, Content and Presentation of Financial Statements 

Being the general purpose financial statements, the presentation of this financial statements is in accordance with the 

guidelines provided by IAS 1: “Presentation of Financial Statements”. A complete set of financial statements 

comprises: 


ii) 

iii 

)iv 

) 

v) 

Statement of Comprehensive Income for the period from October 1, 2011 to December 31, 2011; 

Statement of Changes in Equity for the period from October 1, 2011 to December 31, 2011; 

Statement of Cash Flow for the period from October 1, 2011 to December 31, 2011; and 

Notes comprising a summary of significant accounting policies and other explanatory information for the period 

from October 1, 2011 to December 31, 2011; 













167

2.7 

Risk and Uncertainty for use of Estimates and Judgments 

The preparation of financial statements in conformity with International Financial Reporting Standards requires 

management to make judgments, estimates and assumptions that affect the application of accounting policies and the 

reported amounts of assets, liabilities, income and expenses and for contingent assets and liabilities that require 

disclosure, during and at the date of the financial statements. 

Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing 

basis. Revisions of accounting estimates are recognized in the period in which the estimate is revised and in any 

future periods affected as required by IAS 8: “Accounting Policies, Changes in Accounting Estimates and Errors”. 

3. 

Significant accounting policies 

The accounting policies set out below have been applied for the period presented in these financial statements. 


(a) 

Recognition and measurement 

The cost of an item of property, plant and equipment comprises its purchase price, import duties and non-refundable 

taxes, after deducting trade discount and rebates, and any costs directly attributable to bringing the asset to the 

location and condition necessary for it to be capable of operating in the intended manner. 

An item shall be recognized as property, plant and equipments if, and only it is probable that future economic benefits 

associated with the item will flow to the entry, and the cost of the item can be measured reliably. 

(b) 

Capitalisation of borrowing cost 

Finance costs that are directly attributable to the plant and machinery are included in the cost of those plants in 

compliance with IAS 23 Borrowing Costs. Capitalisation of borrowing costs ceases upon receipt of independent 

engineers' report which, in accordance with Power Purchase Agreement, confirms the availability of plants for use. 

(c) 


The cost of replacing part of an item of property, plant and equipments is recognised in the carrying amount of an 

item if it is probable that the future economic benefits embodied within the part will flow to the company and its cost 

can be measured reliably. The costs of the day-to-day servicing of property, plant and equipment are recognised in the 

profit and loss account as `Repair & Maintenance ‘when it is incurred. 


Property, Plant and equipment are disclosed at written down value less depreciation consistently over years. On 31 

December 2011 Building and other Civil constructions and Plant and Machinery have been revalued to reflect fair 

value (prevailing market price) thereof following “Current Cost Method” detail of which are as follows: 

Particular 

Name of Valuer 

Qualification of 

Valuer 

Date of 

Revaluation 

The carrying 

amount of 

Assets 

Value of Assets 

after revaluation 

Revaluation 

Surplus 

Building and civil 

Construction 

Plant and 

Machinery 

Syful Shamsul 

Alam & Co. 

(Statutory auditor 

at that year S.F. 

Ahmed & Co.) 

Chartered 

Accountants 

31 December 

2011 

437,953,979 454,501,694 16,547,715 

5,092,577,451 5,361,643,867 269,066,416 

5,530,531,430 5,816,145,561 285,614,131 













168

(d) 

Depreciation 

Depreciation is provided to amortize the cost or valuation of the assets after commissioning, over the period of their 

expected useful lives, in accordance with the provisions of BAS 16: Property Plant and Equipment. Depreciation of 

an asset begins when it is available for use. Depreciation is charged on all fixed assets except land and land 

developments on Straight-line method at the following rates: 

Category of Assets 

Annual Rate of Depreciation 

Building & Civil 5% 

Vehicles 20% 

Office Equipments 20% 

Furniture & Fixtures 15% 

Plant & Machineries 5% 

(e) 

(f) 

Retirements and disposals 

An asset is derecognised upon disposal or when no future economic benefits are expected from its use and subsequent 

disposal. Gains or losses arising from the retirement or disposal of an asset is determined as the difference between 

the net disposal proceeds and the carrying amount of the asset and is recognised as gain or loss from disposal of asset 

under other income in the statement of comprehensive income. 

Capital works in -progress 

Capital works in -progress consists of construction cost of Administrative Building of IEL Consortium and 



Inventories stated at lower of cost and net realizable value as prescribed by IAS-2: Inventories. The cost is calculated 

on First in First out (FIFO) method. Costs comprise of expenditure incurred in the normal course of business in 

bringing out such inventories to its location and conditions. 

Net realizable value is based on estimated selling price less any further costs expected to be incurred to make the sale 

effective. 


Provisions and accrued expenses are recognised in the financial statements in line with the International Accounting 

Standard (IAS) 37 “Provisions, Contingent Liabilities and Contingent Assets” when 


• it is probable that an outflow of economic benefit will be required to settle the obligation. 


Other Payables are not interest bearing and are stated at their nominal value. 

3.4 Contingencies 

Contingencies arising from claim, litigation assessment, fines, penalties etc. are recorded when it is probable that a 

liability has been incurred and the amount can reasonably be measured. The Company has no contingent assets or 

liabilities which require disclosures under IAS:37. 

3.5 Revenue 

Revenue is recognised in the statement of comprehensive income upon supply of electricity, quantity of which is 

determined by survey of meter reading. Revenue comprises receipt of rental payment and energy payment. Rental 

payments are recognised according to the terms set out in the Contract for making available the dependable capacity 

in each month . Energy payments are calculated based on net output generated and supply to BPDB. 













169

3.6 Taxation 

As per sec. 52N of Income Tax Ordinance 1984, 4% tax is payable at the time of rental received as TDS which shall 

be treated final discharge of tax liability. Bangladesh Power Development Board (BPDB) shall be responsible for 

payment of income taxes, VAT, duties, levies, all other charges imposed or incurred inside Bangladesh on any 

payment made by BPDB to IEL Consortium and Associates Ltd. or the importation (on a re exportable basis) of any 

plant /equipment (excluding consumable) and /or spare parts before Commercial Operation Date and /or replacement 

equipment and spare parts for operation throughout the contract period as per contract No.09756 article-17. As 4% 

TDS is directly paid by BPDB on the invoice amount. So tax amount is not recognised either income or expenses in 

the comprehensive income statement. 

3.7 Deferred tax 

Since 4% Tax deducted at source is the final discharge of tax liability and there is no deductible or taxable temporary 

difference, so deferred tax is not recognised and considered. 


Foreign currency transactions are recorded, on initial recognition in the functional currency at the spot exchange rate 

ruling at the transaction date. 

At the end of each reporting period in compliance with the provision of IAS 21: The Effects of Changes in Foreign 

Exchange Rates. 

(a) Foreign currency monetary items are translated using the closing rate. 

(b) Non-monetary items that are measured in terms of historical costs in a foreign currency are translated using the 

exchange rate at the date of the transaction. 

(c) Non-monetary items that are measured at fair value in a foreign currency is translated using the exchange rate at 

the date when the fair value is determined. 

Exchange differences arising on the settlement of monetary items or on translating monetary items at rate different 

from those at which they were translated on initial recognition during the period or in previous financial statements is 

recognized in profit or loss in the period in which they arise. 

3.9 Finance Cost 

Finance expenses comprise interest expense on long term borrowings, overdraft and bank charges. All borrowing 

costs are recognised in the statement of comprehensive income using effective interest method except to the extent 

that they are capitalised during construction period of the plants in accordance with IAS 23: Borrowing cost. 

3.10 Financial Instrument 

Financial assets 

As per IAS 39 "Financial Instrument: Recognition and Measurement" the company initially recognises receivables 

and deposits on the date that they are originated. All other financial assets are recognised initially on the date at 

which Company becomes a party to the contractual provisions of the transaction. 

The company derecognises a financial asset when the contractual rights or probabilities of receiving the cash flows 

from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a 

transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. 

Financial assets carried in the statement of financial position include cash and cash equivalents, trade and other 

receivables, advance and deposits. 

(a) Cash and cash equivalents 

Cash and cash equivalents consists of cash on hand and with banks on current and deposit accounts which are held 

and available for use by the company without any restriction. There is insignificant risk of change in value of the 

same. 

(b) Trade receivables 

Trade receivables consists of unpaid bill amounts receivable from Bangladesh Power Development Board (BPDB). 

Invoice is raised on a monthly basis and trade receivable is recognised after netting of the energy payment for Hyfer 

Furnace Oil (HFO) deducted by BPDB as per contract. 













170


As per IAS 39 "Financial Instrument: Recognition and Measurement" the company initially recognises debt securities 

issued and subordinated liabilities on the date that they are originated. All other financial liabilities are recognised 

initially on the transaction date at which company becomes a party to the contractual provisions of the liability. 

The company derecognises a financial liability when its contractual obligations are discharged or cancelled or 

expired. 

Financial liabilities include loans and borrowings, accounts payable and other payables. 

(a) Loans and borrowings 

Principal amounts of the loans and borrowings are stated at their amortised amount. Borrowings repayable after 

twelve months from the date of statement of financial position are classified as non-current liabilities whereas the 

portion of borrowings repayable within twelve months from the date of statement of financial position, unpaid 

interest and other charges are classified as current liabilities. 

(b) Trade payables 

The Company recognises a financial liability when its contractual obligations arising from past events are certain and 

the settlement of which is expected to result in an outflow from the entity of resources embodying benefits. 

3.11 

3.12 

3.13 Earnings per share (EPS) 

Earnings per share (EPS) is calculated in accordance with International Accounting Standard (IAS)–33 “Earnings per 

Share” by dividing the profit or loss attributable to ordinary equity holders of the entity by the weighted average 

number of ordinary shares outstanding during the period. 

3.14 

The Company was not a party to any derivative contract that need to disclose as per IFRS 7 "Financial Instruments: 

Disclosure" 

Impairment of assets 

All assets except inventory, assets arising from construction contracts and financial assets is assessed at the end of 

each reporting period to determine whether there is any indication that an assets may be impaired. If any such 

indication exists the company assesses the recoverable amount. If, and only if, the recoverable amount of an asset is 

less than its carrying amount, the carrying amount of the assets is reduced to its recoverable amount. The reduction is 

an impairment loss. 

An impairment loss is recognized immediately in profit or loss, unless the asset is carried at revalued amount in 

accordance with another standard. Any impairment loss of a revalued asset is treated as a revaluation decrease. No 

such assets have been impaired during the year and for this reason no provision has been made for impairment of 

assets. 

Segment Reporting 

No geographical and operational segment reporting is applicable for the Company as required by IAS 14:”Segment 

reporting” and IFRS 8”Operating Segment”, as the Company operates in single operation in a single geographical 

area. 

Diluted Earnings per Share 

For the purpose of calculating diluted earnings per shares, an entity adjust profit or loss attributable to each ordinary 

equity holders of the entity, and weighted average number of shares outstanding, for the effects of all dilutive 

potential ordinary shares. 

Authorization date for issuing 

The financial statements were authorized by the Board of Directors on 12 April 2012 for issue after completion of 

review. 

3.15 Statement of Cash Flows 

The Statement of Cash Flows has been prepared under `Direct Method’ in accordance with the requirements of 

7: Statement of Cash Flows. 

3.16 Events after reporting date 

There is no material events occurred after the balance sheet upto the date of issue of these financial statements, which 

could affect the figures stated in the financial statements. 

IAS 













171

4. Property, Plant and Equipment 

A. At Historical Cost 

Cost 

Depreciation 

Sl. 

No. 

Assets 

Balance as at 

01.10.2011 



Balance as at 

31.12.2011 

Dep. 

Rate 

(%) 

Balance as on 

01.10. 2011 

Charged during 


Balance as on 

31.12. 2011 

Written Down 

Value as at 

31.12.2011 

Taka Taka Taka Taka Taka Taka Taka 

2 Building & Civil Construction 422,053,330 30,094,487 452,147,817 5% 8,792,778 5,401,060 14,193,838 437,953,979 

6 Plant & Machineries 5,268,183,570 - 5,268,183,570 5% 109,753,824 65,852,295 175,606,119 5,092,577,451 

3 Vehicles 3,741,948 - 3,741,948 20% 311,829 187,097 498,926 3,243,022 

4 Office Equipments 7,704,476 708,996 8,413,472 20% 642,040 403,590 1,045,630 7,367,842 

5 Furniture & Fixtures 1,599,187 32,454 1,631,641 15% 99,949 60,375 160,324 1,471,317 

Total 

5,703,282,511 30,835,937 5,734,118,448 119,600,420 71,904,417.03 191,504,837 5,542,613,611 

B. 

Revaluation 

1 Building & Civil Construction - 16,547,715 16,547,715 5% - - - 16,547,715 

2 Plant & Machineries - 269,066,416 269,066,416 5% - - - 269,066,416 

Sub Total - 285,614,131 285,614,131 - - - 285,614,131 

Total as on 31 December 2011 5,703,282,511 316,450,068 6,019,732,579 - 119,600,420 71,904,417 191,504,837 5,828,227,742 

Total as on 30 September 2011 

- 5,703,282,512 5,703,282,512 - 119,600,420 119,600,420 5,583,682,092 













172

Amount in BDT 

5 Inventories 

Spare & Parts 


35,345,380 


35,345,380 

Mobil 10,664,325 - 

46,009,705 35,345,380 

6 Trade Receivables 440,936,639 631,092,819 

440,936,639 631,092,819 

SL Particulars 


I Accounts Receivable considered good in respect of which the 

company is fully secured 

440,936,639 631,092,819 

II Accounts Receivable considered good in respect of which the 

- 

company holds no security other than the debtor personal 

- 

III security Accounts Receivable considered doubtful or bad 

- - 

TOTAL 

440,936,639 631,092,819 

7 Advances, Deposits and Prepayments 

Mobilization Expenses 

6,448,000 6,448,000 

Employee Advance 918,871 2,026,406 

Advance to Supplier 9,494,323 30,525,383 

Advance House Rent 

200,000 - 

Bank Guarantee-PDB 22,430,000 22,430,000 

L/C Margin 7,611,307 - 

47,102,501 61,429,789 

8 Inter Company Receivables (Current Account) 

Dutch Bangla Power & Associate Ltd. 

Orion Knit Textile Ltd. 

Panbo Bangla Mushroom Ltd. 

Interior Accom Consortium Limited 


Digital Power & Associate Ltd. 

Belhasa Accom & JV Ltd. 

11,276,048 

10,000,000 300,000 

- 23,300 

40,500 86,060 

- - 

11,769 - 

3,000,000 - 

24,328,317 409,360 


Cash in Hand 51,871 1,039,107 

Cash at Bank 814,578 13,441,889 

Agrani Bank Limited Pr. Branch-0200000121457 

4,230 13,319,617 

Social Islami Bank Limited- Pr. Branch - A/C No. 

13300058029 

50,000 50,000 


10,000 10,000 


750,348 62,272 

Total 866,449 14,480,996 













173


Authorised Capital 

400,000,000 Ordinary shares of TK. 10/- each 4,000,000,000 4,000,000,000 

4,000,000,000 4,000,000,000 

Issued, Subscribed, Called - up & paid up Capital 

100,000,000 Ordinary Shares of Tk 10/- each 1,000,000,000 1,000,000,000 


Name Shares in Amount Percentage(%) 

Orion Pharma Limited 950,000,000 95.00% 

Integral Energy Limited 30,000,000 3.00% 

Jafflong Tea Company Limited 5,000,000 0.50% 

Mr. Mohammad Obaidul Karim 5,000,000 0.50% 

Mr.Salman Obaidul Karim 5,000,000 0.50% 


Mrs.Nudrat S Karim 1,000,000 0.10% 

Haarhuis Genertoren B.V. 500,000 0.05% 

1,000,000,000 100% 

11 Fully Convertible Preference Share Capital 

50,000,000 Shares @ 10 each 

500,000,000 - 

13% Fully Convertible Preference Share Capital 

50,000,000 Preference Shares of Tk. 10 each 

Agrani Bank Ltd, Head office, Dilkusha, Dhaka. 

IEL Consortium and Associates Ltd. issued fully convertible cumulative preference shares amounting to BDT 

500,000,000 to The Agrani Bank Limited on 31 October 2011. The terms and conditions of the preference 

shares are as follows: 

Nature of the debt Securities: 13% fully convertible cumulative preference shares 

Total No. of Securities: 50,000,000 

Par Value: BDT 10.0 each 

Rate of Dividend: 13% per annum 

Convertibility Option: Fully converted into ordinary share at per at the time of IPO 

12 Syndication Loan 3,540,315,998 3,587,470,794 

Agrani Bank Limited - Principal 

2,141,665,769 2,280,578,370 

Branch United Leasing Co Ltd 

49,281,734 50,554,923 

SABINCO 

102,708,334 102,708,334 


153,629,167 153,629,167 

Rupali Bank Ltd.- Principal Branch 

939,095,931 1,000,000,000 

IDCP 

153,935,063 - 

Less: Current Portion of Syndication Loan 521,776,969 567,932,221 

3,018,539,029 3,019,538,573 



This is repayable in 60 monthly installments of Taka 51,890,166 commencing from 08/06/2011. Interest 

at the rate of 13% per annum is also payable on quarterly basis. 













174

ii) 


This is repayable in 55 monthly installments of Taka 50,554,923 commencing from 08/11/2011 

December 2011. Interest at the rate of 13% per annum is also payable on quarterly basis. 

iii) 

SABINCO 

This is repayable in 55 monthly installments of Taka 2,488,489 commencing from 08/11/2011 December 

2011. Interest at the rate of 13% per annum is also payable on quarterly basis. 

iv) 


This is repayable in 55 monthly installments of Taka 153,629,167 commencing from 08/11/2011 


v) Rupali Bank Ltd.- Principal Branch 

This is repayable in 60 monthly installments of Taka 22,753,073. commencing from 08/06/2011 



A) 

B) 

Specific First change on pari passu basis over plant & Machineries of IEL Consortium & Associates 

Ltd. 

Charge on benefits under all insurance policies insuring the relevant fixed assets of the Company. 

Lenders shall be made co-payees in all insurance policies of IEL Consortium & Association Ltd. 

C) 

D) 

E) 

Hypothecation of machinery, building & infrastructure, furniture & equipment on first ranking paripassu 

basis creating charge with RJSC. 

Sponsors under taking to remain the majority share of the project during the tenor of the loan, to be in 

control of the management of the company and to inject necessary equity fund to finance any cost over 

run of the project and to maintain all the covenants (e.g. maintain financial ratio within acceptable 

range as stated in the covenant section) unless otherwise mutually agreed between the lenders and the 

Company. 

The shareholding of the Company will not be changed, amended expanded or reduced without the 

written consent of all lenders during the tenor of the loan or as long as any part of the term loan is 

outstanding. 

F) 

The Sponsor of the Company undertakes to maintain project completion, minimum DSCR, highest 

Gearing ratio of the project. 

G) 

H) 


Guarantee of all jointly and individual. Personal Guarantee for total loan and Preference Share amount 

of all the directors of the company. 

I) 60 post dated cheques for each monthly installment of Syndicated Term loan along with memorandum 

of deposit of cheque to be obtained from the customer. 

Agrani Bank Limited along with other banks has arranged syndication loan Tk. 4,300,000,000 as lead 

arranger in 2010.The moratorium period of this syndication loan is of 9 months commencing from the date 

of signing of facility Agreement. 













175

13 



Amount in BDT 

1 July 2010 to 


Advance Against Equity 

Investment Corporation of Bangladesh 350,000,000 - 

Terms and Conditions: 

Social Islami Bank Ltd –HPSM ( inds) Single Term- 31.00 crore 

a. Tenure – 6 years including 1 year grace period 

b. Rate of Interest – 13% 


i. Personal guarantee of all Directors 

ii. Hypothecation of construction materials & Equipment 

iii. Mortgage of Land 

iv.Corporate Guarantee of Orion Agro Products 

v. First charges on all Fixed and Floating assets of company with RJSC 

vi. Sixty Post Dated Cheques equivalent to sixty monthly installment 

14 

Trade Creditors 

Accounts Payable - Suppliers 

58,097,457 31,651,374 

58,097,457 31,651,374 

15 Inter Company payables (Current Account) 


Belhasa Accom & Associate Ltd. 

16 Accrual & Others Payable 

Salary 

Bank Interest (Long term loan) 

Interest on Preference share 

IDCP Interest 


Withholding VAT 

Withholding Tax 

Audit Fees 

Provision for O&M 

Loan Arrangement Fee 

Other Payable 

17 Revenue 

May-11 

June-11 

July-11 

August-11 

September -11 

October-11 

November -11 

December-11 

140,109,411 1,201,802,151 

2,042,978 - 

142,152,389 1,201,802,151 

1,744,542 1,155,920 

106,177,610 34,254,913 

9,919,178 - 

- 177,516,207 

10,913,910 10,535,490 

4,287,302 4,276,052 

3,728,027 3,297,409 

261,250 261,250 

7,367,205 8,227,518 

- 41,400,000 

1,918,410 291,273 

146,317,434 281,216,032 

- 372,976,163 

- 472,785,799 

- 486,096,135 

- 436,257,363 

- 415,286,993 

431,701,204 - 

221,850,039 - 

273,745,140 - 

927,296,384 2,183,402,453 













176

Turnover from the plants consists of monthly rental payment on dependable capacity i.e 100 MW @ 

$14.96 and Energy payment for Variable Operation and Maintenance Payment in USD and Liquid fuel 

payment in BDT by BPDB. 

Plant Capacity (Monthly): 

Contracted Rental Capacity (MW) 

Total no. of units of Plant 

Capacity of each Plant 

100 MW 

12 units 

8.9 MW 

Amount in BDT 




18 Cost of generation 

Materials 590,753,184 1,608,227,052 

Hyper Furnace Oil ( HFO ) 541,153,467 1,552,309,634 

Mobil 49,599,717 55,917,418 


109,325,332 178,211,484 

O & M Service 30,405,278 39,735,808 

Salaries & Allowances 3,411,322 4,781,199 

Office Utilities 691,232 823,087 

Telephone,Mobile,Internet etc 559,702 408,838 

Repair & Maintenance 135,881 274,288 

Stationery, Accessories & Supplies 127,778 407,984 

Travelling & Conveyance 516,726 2,022,995 

Entertainment 278,858 1,527,722 

Insurance Premium - 6,440,365 

Security Service 892,138 2,042,958 

Depreciation 71,904,417 119,600,420 

Barge Hire 

385,000 - 

Misc. Expenses 17,000 145,822 

Total 

700,078,517 1,786,438,536 

19 Administrative Expenses 

Salaries & Allowances 379,036 507,938 

Entertainment 571,368 169,747 

Office Utilities 76,804 93,254 

Telephone,Mobile,Internet etc 62,189 45,426 

Travelling & Conveyance 782,966 55,683 

Stationary, Accessories & Supplies 14,198 45,332 

Audit fee - 261,250 

Fees & Taxes 1,062,574 263,189 

Advertisement 5,937,400 113,000 

Event Management Fees - 3,739,593 

House Rent 199,718 

Other Expenses 401,507 123,927 

Liquidity Demurrage - PDB 31,252,220 - 

40,739,979 5,418,339 













177

Amount in BDT 




20 Preliminary & Preoperative Expenses 

BERC- Certificate - 501,000 

Trade Licence - 22,000 

Environment Certificate - 105,646 

Company Registration - 1,941,500 

TIN Fees - 2,500 

Credit Rating fees - 156,250 

VAT Registration - 17,500 

BOI - 100,000 

- 2,846,396 

21 Financial Expenses 

Interest on Syndication Loan 114,513,391 139,598,252 

Preference share Issue Cost 

500,000 - 

Bank Charges 99,882 64,159 

LC Charges - 230,133 

Bank Commission 316,323 - 

Interest on Preference Share 9,919,178 

125,348,774 139,892,544 

22 Earning Per Share 


Earnings attributable to the ordinary shareholders 61,129,114 249,000,654 

Weighted average number of ordinary shares outstanding 

during the year(22.01) 

100,000,000 26,873,904 

Basic earning per share (EPS) 0.61 9.27 

22.01 Weighted average number of shares outstanding during the year 

No. of shares 

Weighted Average 

Number of shares 

Weighted Average 

Number of shares 

Shares as on 01.10.2011 25,000 100,000,000 31,301 

Ordinary Shares issued at 25.06.2011 99,975,000 

- 26,842,603 

100,000,000 100,000,000 26,873,904 













178

23 

. Related Party Transactions 

The company has entered into transactions with other entities that fall within the definition of related 

party as contained in BAS-24 “Related Party Disclosures”.Total transactions of the significant related 

party as at 31 December, 2011 are as follows: 

Name of 

Related 

Party 

Orion Pharma 


Orion Pharma 


Orion Knit 

Textile Ltd. 

Panbo Bangla 

Mushroom Ltd. 

Interior Accom 

Consortium 


Digital Power 

& Associate 

Ltd. 

Belhasa Accom 

& JV Ltd. 

Belhasa Accom 

& Associate 

Ltd. 

Relationship 

Holding 

Company 

Holding 

Company 

Common 


/Chairman 

Common 


Chairman 

Common 


Chairman 

Common 


Chairman 

Common 


Chairman 

Common 


Chairman 

Nature of 

Transaction 

Investment in 

Share Capital 

Intercompany 

Current A/C 

Intercompany 

Current A/C 

Intercompany 

Current A/C 

Intercompany 

Current A/C 

Intercompany 

Current A/C 

Intercompany 

Current A/C 

Intercompany 

Current A/C 

Opening 

Balance as on 

01.10.2011 

Addition 

Adjustment 

Closing 

Balance as on 

31.12.2011 

950,000,000 - - 950,000,000 

(1,201,802,151) - (1,061,692,740) (140,109,411) 

300,000 9,700,000 - 10,000,000 

23,300 - 23,300 - 

86,060 - 45,560 40,500 

11,769 11,769 

3,000,000 3,000,000 

(2,042,978) (2,042,978) 

Transaction with Key Management Personal (Compliance with Intercompany) 

Particulars 

Value in Tk. 

Managerial Remuneration paid or payable during the half-year to the directors, including 

managing directors, a managing agent or manager - 

Expenses reimbursed to Managing Agent - 

Commission or Remuneration payable separately to a managing agent or his associate - 

Commission received or receivable by the managing agent or his associate as selling or 

buying agent of other concerns in respect of contracts entered into by such concerns with 

the company - 

The money value of the contracts for the sale or purchase of goods and materials or supply 

of services, entered into by the company with the managing agent or his associate during 

the financial year. - 

Any other perquisite or benefits in cash or in kind stating, approximate money value 

where applicable. - 

Other allowances and commission including guarantee commission - 

Pensions etc. 

- 

(i) Pensions - 

(ii) Gratuities - 

(iii)Payments from a provident funds, in excess of own subscription and interest thereon - 

Share Based payments - 













179

24. Employee Details: 

During the period, there were 32 employees employed for the full year and the end of the period, 

there were 32 employees in the Company with remuneration of Taka 3,000 per month and above. 

25. Rounding off 

Amounts appearing in these financial statements have been rounded off to the nearest BDT and, 
















180

INDEPENDENT AUDITOR'S REPORT 

To 

The Shareholders of ORION BIOCARE LIMITED 

We have audited the accompanying financial statements of ORION BIOCARE LIMITED, which 

comprise the Statement of Financial Position as at December 31, 2011 and the Statement of Comprehensive 

Income , Statement of Changes in Equity and Statement of Cash Flow for the year then ended, and a 

summary of significant accounting policies and other explanatory information. 

Management's Responsibility for the Financial Statements 

Management is responsible for the preparation and fair presentation of these financial statements in 

accordance with Bangladesh Financial Reporting Standards (BFRS), and for such, internal control as 

management determines is necessary to enable the preparation of financial statements that are free from 

material misstatement, whether due to fraud or error. 

Auditor's Responsibility 

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our 

audit in accordance with Bangladesh Standards on Auditing. Those standards require that we comply with 

ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial 

statements are free from material misstatement. 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the 

financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the 

risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk 

assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of 

the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for 

the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes 

evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates 

made by management, as well as evaluating the overall presentation of the financial statements. 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit 

opinion. 

Opinion 

In our opinion, the financial statements present fairly, in ail material respects, the financial position of Orion Bio 

Care Limited as at December 31, 2011, and its financial performance and its cash flows for the year then 

ended in accordance with Bangladesh Financial Reporting Standards and comply with the applicable sections of 

the Companies Act 1994 and other applicable laws and regulations. 

Dated, Dhaka 

27 February 2012 

Sd/- 

Habib Sarwar & Co. 














181

Particulars 

ORION BIOCARE LTD 



Notes 

Amount in TK 


Assets 

Non-Current Assets: 

Property, Plant and Equipment 4 44,772,199 

Construction Work in Progress 5 34,139,786 

Current Assets: 12,121,118 

Advances, Deposits & Prepayments 6 6,979,639 

Cash and Cash Equivalents 7 5,141,479 

Total Assets 91,033,103 

Equity and Liability: 

Shareholders' Equity 49,158,756 

Share Capital 8 50,000,000 


Current Liabilities: 41,874,347 

Other Payable 9 6,722,219 

Inter Company - Current Account 10 35,152,128 

Total Equity and Liabilities 91,033,103 

Number of Shares used to compute NAV 5,000,000 

Net Asset Value (NAV) Per Share of Tk. 10 9.83 

The accompanying notes form an integral part of this financial statement and are to be read in conjunction 

therewith. 

Sd/- 

Chairman 

Sd/- 



Sd/- 


Dhaka: 27 February 2012 













182



For the Period from 24 March 2011 to 31 December 2011 

Particulars 

Notes 

Amount in TK 

31 Decemberber 

2011 

Revenue from Net Sales - 



Operating Expenses : (846,921) 

General & Administrative Expenses - 

Pre Operating Expenses 11 (846,921) 

Profit from Operation (846,921) 

Other Income 12 5,677 

Net Profit before Tax (841,244) 


Net Profit after Tax (841,244) 

The accompanying notes form an integral part of this financial statement and are to be read in 

conjunction therewith. 

Sd/- 



Sd/- 


Sd/- 















183

Particulars 





Capital 

Retained Earnings 


Total 

Balance at 24 March, 2011 

- - - 

Ordinary Share Issued 50,000,000 - 50,000,000 

Net Profit during the Period - (841,244) (841,244) 

Balance at 31 December 2011 50,000,000 (841,244) 49,158,756 

Sd/- Sd/- 




Sd/- 















184


Consolidated Statement of Cash Flows 


Particulars 

Amount in TK 



Cash received from Customers - 

Cash paid to Suppliers and Employees (1,104,341) 

Cash Generated from Operation (1,104,341) 

Other income 5,677 

Net Cash Generated/(Used) from Operating Activities (1,098,664) 


Acquisition of Property, Plant & Equipment (44,772,199) 

Construction Work in Progress (34,139,786) 

Net Cash Received/(Used) in Investing Activities (78,911,985) 


Share Capital Received 50,000,000 

Other Finance Received / (Repaid) 35,152,128 

Net Cash Received/(Used) in Financing Activities 85,152,128 

Net Increase /(Decrease) in Cash & Cash 

Equivalents (A+B+C) 

5,141,479 

Cash & Cash Equivalents at the beginning of the period - 

Cash & Cash Equivalents at the end of the period 5,141,479 

Operating Cash Flow Per Share (0.22) 

Sd/- 



Sd/- 



Sd/- 














185


Notes to the Financial Statements For the period from 

24 March 2011 to 31 December 2011 

1. Legal status of the company: 

Orion Biocare Limited is a private limited company, incorporated in Bangladesh under 

Companies Act, 1994 on 24 March 2011. The registered office of the company is at 153-154, 

Tejgaon I/A, Dhaka-1208, Bangladesh. 

2. Nature of business: 

ORION BIOCARE LTD has been designed to produce different types of veterinary drugs and 

medicines in the form of Injection, Oral Liquid, Bolus, Powder, Semi Slid, Vaccine items. 

3. SIGNIFICANT ACCOUNTING POLICIES 

3.1 Summary of Significant Accounting Policies & basis of preparation 

A summary of the principle accounting policies which have been applied consistently (Unless 

otherwise stated), is set out below: 

a) Statement of Compliance & basis of preparation 

The financial statements have been prepared under the historical cost convention and in 

accordance with the International Accounting Standards (1AS) and International Financial 

Reporting Standards (1FRS) as adopted by the Institute of Chartered Accountants of 

Bangladesh (ICAB) as Bangladesh Accounting Standards (BAS) and Bangladesh Financial 

Reporting Standards (BFRS) respectively, Companies Act, 1994 and other prevailing laws 

and rules applicable in Bangladesh 

b) Going Concern 

The accompanying financial statements have been prepared on a going concern basis, which 

contemplates the realization of assets and the satisfaction of liabilities in the normal course of 

business. The accompanying financial statements do not include any adjustments for which the 

company will be unable to continue as a going concern. 

c) Functional and presentation currency 

These financial statements are prepared in Bangladesh Taka (Taka/Tk), which is the Company's 

functional currency. All financial information presented in Taka has been rounded off to the 

nearest integer. 

d) Reporting period 

The financial period of the company covers nine months and eight days from 24 March 2011 to 

31 December 2011 consistently. 













186

e) Property, Plant & Equipment 

f) Property, Plant and Equipment 


Property, plant and equipment are capitalized at cost of acquisition and subsequently stated 

at cost or valuation less accumulated depreciation in compliance with the requirements of BAS 

16: Property, Plant and Equipment. The cost of acquisition of an asset comprises its purchase 

price and any directly attributable cost of bringing the assets to its working condition for its 

intended use inclusive of inward freight, duties, non-refundable taxes and un-allocated 

expenditures etc. 


The cost of replacing part of an item of property, plant and equipments is recognized in the 

carrying amount of an item if it is probable that the future economic benefits embodied within 

the part will flow to the company and its cost can be measured reliably. The costs of the day-to-day 

servicing of property, plant and equipment are recognized in the profit and loss account as 'Repair 

& Maintenance 'when it is incurred. 


Property, Plant and equipment are disclosed at written down value less depreciation consistently 

over years. 


Depreciation is provided to amortize the cost of the assets after commissioning, over the period of 

their expected useful lives, in accordance with the provisions of BAS 16: Property Plant and 

Equipment. No depreciation is charged on addition during the period. Depreciation will be 

charged on all fixed assets except land and land developments on reducing balance method at 

the following rates: 


Factory & Office Building 10% 

Plant "& Machinery 15% 



g) Preliminary and Pre Operational Expenses: 

The company is yet to start business activities. All pre-operating expenses are charged in the 

statement of comprehensive income in compliance with BAS 38 'Intangible Asset' para 69(a). 

h) Taxation 

Income tax for the year comprises current tax is based on the applicable tax law in 

Bangladesh. It is recognized in the income statement as tax expense. 













187

i) Cash and cash equivalents 

For the purpose of presentation in the Statement of Cash flows, cash and cash equivalents includes 

cash in hand and cash at bank. 

Statement of Cash flows is prepared in accordance with BAS 7 titled "Statement of Cash Flows". 

Cash flows from operating activities have been presented at "Direct Method'. 

J) Financial Instrument 

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial 

liability or equity instrument of another entity. 

Financial Assets 

V 

The company initially recognizes advance, deposits and prepayment on the date that they are originated. 

Financial Liability 

The Company recognizes Trade and other payable when its contractual obligations arising from past 

events are certain and the settlement of which is expected to result in an outflow from the entity of 

resources embodying benefits. ' 

3.2 Date of authorization for issue of the financial statements 

On 27 February 2012 the Board of Directors reviewed the financial statements and authorized them for issue. 

3.3 Integral Components of the Financial Statements 

In compliance with the Bangladesh^ Accounting Standard (BAS)-l "Presentation of Financial 

Statements," the following components are annexed with this part of the report: 

i) Statement of Financial Position as at December 31, 2011 

ii) Statement of Comprehensive Income for the period ended December 31, 2011 

iii) Statement of changes in Equity for the period ended December 31, 2011 

iv) Statement of Cash Flows for the period ended December 31, 2011 

v) Notes to the Financial Statements for the period ended December 31, 2011 













188

04 Property, Plant and Equipment : 

Amount in BDT 

Sl. 

No. 


Balance as at 

24.03.2011 

COST 



Balance as at 

31.12.2011 

Dep. 

Rate 

(%) 

Balance as on 

24.03.2011 

Depreciation 



Balance as on 

31.12.2011 

Written Down 

Value as at 

31.12.2011 

1. Plant & Machineries - 37,460,095 37,460,095 - - - 37,460,095 

2. Furniture & Fixtures - 7,312,104 7,312,104 - - - 7,312,104 

Total as at 31 December 2011 

- 44,772,199 44,772,199 - - - 44,772,199 













189




Amount in TK 


05 Construction Work in Progress 34,139,786 

Construction Work in Progress represents structural costs of Factory Building at Valuka, Mymensingh 

up to 31.12.2011. As per certification of the engineers total costs of structural works stands amounting to 

Tk 34,139,786 up-to 31.12.2011. 

06 Advances, Deposits & Prepayments 

Advances: 1,325,568 

Advance Income Tax 568 

Advance to Suppliers and C&F Agents 1,325,000 

L/C Margin Deposit 5,654,071 

Finished Goods 217,091 

Advance against Machinery 5,436,980 

Total: 6,979,639 


Cash in Hand - 

Cash at Bank Name of Bank A/C No 



(Mohakhali) 

02836000090 613,384 


Social Islami Bank 

Ltd.(Principle Branch) 

0021330058183 4,528,095 

Total: 5,141,479 



100,000,000 Ordinary Shares of Tk. 

10 each 


5,000,000 Ordinary Shares of Tk. 10 

each 

1,000,000,000 

50,000,000 













190


Shareholding Position of the Company Percentage 2011 

% Amount in Taka 

Orion Pharma Limited 99.00 49,500,000 

Mohammad Obaidul Karim 0.40 200,000 

Mrs. Arzuda Karim 0.30 150,000 

Salman Obaidul Karim 0.30 150,000 

100 50,000,000 

09 Other Payable 

Construction 5,495,983 

Audit fees 50,000 

Insurance 160,616 

Printing & Stationery 839 

Withholding Tax 1,014,781 

6,722,219 

10 Current Account - Inter Company 

Orion Pharma Ltd. 35,152,128 

35,152,128 

11 Pre-Operating Expenses 

Trade License 11,300 

TIN Certificate 1,000 

Environment Certificate 120,000 

Other fees 75,682 

Company Registration fees 474,925 

DCCI Certificate 22,950 

Bank Charges 30,175 

Audit Fees 50,000 

Other Expenses 60,889 

846,921 

12 Other Income 

Interest on STD A/C 5,677 

5,677 













191

13. RELATED PARTY TRANSACTIONS: 

The company has entered into transactions with other entities that fall within the definition of related party as contained in BAS-24 “Related Party 

Disclosures”. The company opines that terms of related party transactions do not significantly differ from those that could have been obtained from 

third parties. Total transactions of the significant related party as at 31December, 2011 are as follows: 

Name of Related Party 

Relationship 

Nature of 

Transaction 


as on 24.03.2011 

Addition 

Adjustment 


as on 31.12.2011 

Orion Pharma Limited Holding Company Investment - 49,500,000 - 49,500,000 


Inter Company- 


- 35,152,128 - 35,152,128 

Total: - 84,652,128 - 84,652,128 

Transection with Kye Management Personal 

No. 

(a) 

(b) 

(c) 

(d) 

(e) 

(f) 

(g) 

(h) 



Commission received or receivable by the managing agent or his associate as selling or buying agent of other concerns in 

respect of contracts entered into by such concerns with the company 

The money value of the contracts for the sale or purchase of goods and materials or supply of services, entered into by the 

company with the managing agent or his associate during the financial year. 



Pensions etc. 

(i) Pensions 

Particulars 

Managerial Remuneration paid or payable during the half-year to the directors, including managing directors, a managing 

agent or manager 

Value in Tk. 

- 

- 

- 

- 

- 

- 

- 

- 

- 

(i) 




- 

- 

- 













192

14 

Events After Reporting Period 

Commercial Operation of the Company has been started from February 2012. 

15 General 

15.01 Directors Responsibility Statements 

The Board of Directors takes the responsibility for the preparation and presentation of these financial 

statements. 




15.03 Rearrange of last year figures 

To facilitate comparison, certain relevant balances pertaining to the previous year have been 

rearranged or reclassified whenever considered necessary to conform to current year presentation. 

Sd/- 

Chairman 

Sd/- 



Sd/- 















193


To 

The Shareholders of INTEGRAL ENERGY LTD 

We have audited the accompanying financial statements of INTEGRAL ENERGY LTD, which comprises the Statement 

of Financial Position as at December 31, 2011 and the Income Statement, Statement of Changes in Equity and 

Statement of Cash Flow for the year then ended, and a summary of significant accounting policies and other explanatory 

information. 


Management is responsible for the preparation and fair presentation of these financial statements in accordance with 

Bangladesh Financial Reporting Standards (BFRS), and for such internal control as management determines is 

necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud 

or error. 


Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in 

accordance with Bangladesh Standards on Auditing. Those standards require that we comply with ethical requirements 

and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from 

material misstatement. 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial 

statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material 

misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the-auditor 

considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to 

design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on 

the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting 

policies used and .the reasonableness of accounting estimates made by management, as well as evaluating the 

overall presentation of the financial statements. 

W e believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our 

audit opinion. 

Opinion 

In our opinion, the financial statements present fairly, in all material respects, the financial position of Integral Energy 

Limited as at December 31, 2011, and its financial performance and its cash flows for the year then ended in 

accordance with Bangladesh Financial Reporting Standards and comply with the applicable sections of the Companies 

Act 1994 and other applicable laws and regulations. 

Sd/- 

Dated, Dhaka 

March 28, 2012 















194



For the year ended December 31, 2011 

Particulars 

Notes 


31.12.2011 31.12.2010 

Revenue - - 

Less: Cost of operation - - 


Administrative & Selling Expenses: 53,152 280,595 

Administrative Expenses 11 53,152 280,595 

Net Loss before Tax (53,152) (280,595) 

Provision for Tax - - 

Net Loss (53,152) (280,595) 

The accompanying notes form an integral part of these financial statement. 

Sd/- Sd/- 

Sd/- 


Signed as per our report of even date. 

Dhaka: March 28, 2012 

Sd/- 















195

Particulars 

Integral Energy Ltd 


As At December 31, 2011 

Notes 


31.12.2011 31.12.2010 

Assets: 

Non - Current Asset: 30,000,000 25,000,000 

Investment in Share 4 30,000,000 1,875,000 

Share Money Deposit 5 - 23,125,000 

Current Assets: 3,018,377 7,519,405 

Cash and Cash Equivalent 6 3,018,377 7,519,405 

Total Assets 33,018,377 32,519,405 

Equity and Liabilities: 

Shareholders Equity: 29,666,253 32,519,405 

Share capital 7 30,000,000 30,000,000 

Share money deposit 8 - 2,800,000 

Retained earnings (333,747) (280,595) 

Current Liabilities: 

Accrued expenses 9 25,000 - 

Trade and other payable 10 3,327,124 - 

Total Equity and Liabilities 33,018,377 32,519,405 

The accompanying notes form an integral part of these financial statements. 


Sd/- 

Sd/- 

Sd/- 



Sd/- 















195




Particulars Share Capital Retained Earnings Total 

Opening balance 30,000,000 (280,595) - 29,719,405 

Net Profit/(Loss) for the Current year - (53,152) (53,152) 

Closing balance 30,000,000 (333,747) 29,666,253 






Sd/- 















196


Cash Flow Statement 


Particulars 


31.12.2011 

A Cash Flows from Operating Activities: (28,152) 

Collection from sales revenue - 

Payment made against operating expenses (28,152) 

B Cash Flows from Investing Activities: (5,000,000) 

Investment in subsidiary company 

(5,000,000) 

C Cash Flows from Financing Activities: 527,124 

Repayment of investment from Orion Pharma Ltd 527,124 

D Net Increase/(Decrease) in Cash and Bank Balances (A+B+C) (4,501,028) 

Add: Cash and Bank Balance at the beginning of the year 7,519,405 

Cash and Bank Balances at the end of the year 3,018,377 





Dhaka: 28 March 2012 

Sd/- 















197



Notes to the financial statements 


1.00 

Background: 

Integral Energy Limited was incorporated on 18th October 2009, vide Reg. No.-C-80165/09 under the 

Companies Act, 1994. The objects of the Company are to invest Power Plant Project all over the country, 

having net electric power generating of any net dependable capacity and net electrical output from the 

project and to supply power to the Government of Bangladesh under Rental Power Contract using HFO, 

Gas, Diesel. 

Address of registered office and principal place of business: 

The principal place of business is the registered office at 153-154 Tejgaon Industrial Area,Dhaka-1208. 

2.00 Significant Accounting Policies and Disclosures: 

2.01 Basis of Accounting: 

The financial statements have been prepared in conformity with International Accounting Standards (IAS). 

The accounts are prepared under historical cost convention, using accrual basis of accounting. 

The Board of Directors are responsible for preparing and presenting the financial statements including 

adequate disclosures, who approved and authorized for issue of this financial statements. 

2.02 Fundamental Accounting Concepts/ Assumption: 

The Financial Statements have been prepared based on Going concern, Consistency concept, Accrual 

concept and such other convention as required by IAS-1 for fair presentation on Financial Statements. 

2.03 Going Concern: 

The Company has adequate resources to continue its operation for the foreseeable future. For this reason, 

the directors continue to adopt going concern basis in preparing the accounts. The current credit facilities 

and resources of the Company provides sufficient fund to meet the present requirements of its existing 

business. 

2.04 Reporting Period: 

The period of the financial statements covers from 1st January 2011 to 31st December 2011 consistently. 

2.05 Functional and Presentational (Reporting) Currency: 

The financial statements are prepared and presented in Bangladeshi currency (Taka), which is the 

company's functional currency. All financial information presented have been rounded-off the nearest Taka 

except where indicated otherwise. Figures in brackets indicated negative figure. 

2.06 Cash and Cash Equivalents: 

Cash in hand and cash at banks have been considered as Cash and Cash Equivalents for the preparation of 

these financial statements, which were held and available for use by the Company without any restriction and 

there was insignificant risk of changes in value of the same. 

3.00 General: 

Figures in the annexed financial statements & notes have been rounded-off to the nearest Taka. 













198

4.00 Investment In Share: 

The break-up of the amount is given below 


31.12.2011 31.12.2010 

Investment IEL Consortium & Associates Ltd 30,000,000 1,875,000 

( In shares 3,000,000 @10/- each ) 

Total 30,000,000 1,875,000 

5.00 Advance Against Share Money Deposits : 

IEL Consortium & Associates Ltd - 23,125,000 

Total 30,000,000 25,000,000 

6.00 Cash and Bank Balances: 


Cash in Hand 2,487 4,520,935 

Cash at Bank (6.01) 3,015,890 2,998,470 

Total 3,018,377 7,519,405 

6.01 Cash at Bank : 

Islami Bank Limited - Head Office Complex Br - CD - 2130300015217 19,340 - 

National Bank Ltd - Mohakhali Branch -CD-0043-33021482 2,996,550 2,998,470 

Total 3,015,890 2,998,470 

7.00 Share Capital: 

Authorized Share Capital: 

30,000,000 Ordinary shares of Tk. 10/- each 300,000,000 300,000,000 

Issued , Subscribed, Called-up, & Paid up Capital: 

3,000,000 ordinary Shares of Tk 10/- each 30,000,000 30,000,000 

The share holding position of the company are as under: 

Shares In 

Name 

Percentage(%) 

Amount 

Shares In 

Amount 

Percentage(%) 

Orion Pharma Limited 21,000,000 70% 21,000,000 70% 

Mr.Salman Obaidul Karim 6,000,000 20% 6,000,000 20% 

Mrs.Nudrat S Karim 3,000,000 10% 3,000,000 10% 

Total 30,000,000 100% 30,000,000 100% 

8.00 Share Money Deposit : 

Orion Pharma Ltd. - 2,800,000 

Total - 2,800,000 

9.00 Accrued Expenses : 

Payable to Audit Fees 25,000 - 

Total 25,000 - 













199

10.00 Trade and Other Payables: 

Orion Pharma Ltd - Inompany Current account 3,327,124 - 

Total 3,327,124 - 

11.00 Office & Administrative Expenses : 


Printing & Stationery - 46,300 

Company Registration - 146,500 

Fuel & Conveyance - 4,150 

Entertainment - 2,725 

Audit Fee 50,000 25,000 

Mics. Expenses - 50,000 

Bank Charges & Others 3,152 5,920 

Total 53,152 280,595 













200

AUDITORS’ REPORT 

TO 

THE SHAREHOLDERS’ OF ORION CAPITAL LIMITED 

We have audited the accompanying financial statements of Orion Capital Limited, which comprise the 

statement of financial position as at 31 December 2011, the statement of comprehensive income, statement of 

changes in equity and statement of cash flows for the period from 01 August 2011 to 31 December 2011 and a 

summary of significant accounting policies and other explanatory information. 



accordance with Bangladesh Financial Reporting Standards, and for such internal control as management 

determines is necessary to enable the preparation of financial statements that are free from material 

misstatement, whether due to fraud or error. 

Auditors’ Responsibility 


audit in accordance with Bangladesh Standards on Auditing. Those standards require that we comply with 

ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial 



financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of 

the risks of material misstatement of the financial statements, whether due to fraud or error. In making those 

risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation 

of the financial statements in order to design audit procedures that are appropriate in the circumstances, but 

not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also 

includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting 

estimates made by management, as well as evaluating the overall presentation of the financial statements. 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our 


Opinion 

In our opinion, the financial statements, prepared in accordance with Bangladesh Financial Reporting 

Standards (BFRS) give a true and fair view of the state of the Company’s affairs as at 31 December 2011 and 

of the results of its operations and its cash flows for the period from 01 August 2011 to 31 December 2011 

and comply with the companies Act. 1994 and other applicable laws and regulations. 


(a) we have obtained all the information and explanations which to the best of our knowledge and belief 

were necessary for the purposes of our audit and made due verification thereof; 

(b) in our opinion , proper books of accounts as required by law have been kept by the Company so far as 

it appeared from our examination of those books; 

(c) the Company’s financial position dealt with by the report are in agreement with the books of 

accounts. 

Place: Dhaka 

Date: 28 March 2012 

Sd/- 

Syful Shamsul Alam & Co. 














201




Particulars 

Notes 


31 Dec. 2011 

Application of Fund : 


Investment 3.00 100,000,000 

Current Assets 

Cash and cash equivalents 4.00 48,903 

Current Liabilities 5.00 251,075 

Net Current Assets (202,173) 


Source of fund : 

Share capital 6.00 100,000,000 

Retained earnings 7.00 (202,173) 

99,797,828 

Total Source of Fund 99,797,828 

The accompanying notes 1 to 10 form an integral part of these financial statements 

Sd/- 



Sd/- 

Chairman 

Sd/- 


Sd/- 


Signed in terms of our report of same date. 

Date: 26 28 May March 2012 2012 

Place: Dhaka 













202



For the period from 01 August 2011 to 31 December 2011 

Particulars 

Notes 


31 Dec. 2011 

Revenue - 

Less: Expenses 

Incorporation expenses 8.00 167,500 

Administrative expenses 9.00 33,575 

Financial expeses 10.00 1,098 

202,173 

Net loss before Tax (202,173) 

Provision for Tax - 

Net loss after Tax (202,173) 


Sd/- 



Sd/- 

Chairman 

Sd/- 


Sd/- 



Date: 2628 May March 2012 2012 

Place: Dhaka 













203





Particulars Paid up Capital Retained Earnings Total 

Issued, subscribed and paid up capital 100,000,000 - 100,000,000 

Retained earnings for the period - (202,173) (202,173) 

Balance as on 31 December 2011 100,000,000 (202,173) 99,797,828 


Sd/- 



Sd/- 

Chairman 

Sd/- 


Sd/- 



Date: 2628 May March 2012 2012 

Place: Dhaka 













204


Statement of cash flows 


Particulars 

Notes 


31 Dec. 2011 

A Cash flows from operating activities (176,049) 

Administrative and finance expenses (8,549) 

Incorporation expenses (167,500) 

B Cash flows from investing activities (100,000,000) 

Investment (100,000,000) 

C Cash flows from financing activities 100,224,950 

Cash received from issuance of share 100,000,000 

Inter company current account 224,950 

D Net Increase/(Decrease) in cash and cash equivalents (A+B+C) 48,903 

E Cash and cash equivalents at the beginning of the period - 

F Cash and cash equivalents at the end of the period (D+E) 48,903 


Sd/- 



Sd/- 

Chairman 

Sd/- 


Sd/- 



Date: 2628 May March 2012 2012 

Place: Dhaka 













205


Notes to the financial statements 

As at the and for the period from 01 August 2011 to 31 December 2011 

1 Corporate History of the Reporting Entity 

1.1 Corporate history 

Orion Capital Limited was incorporated on 1 August 2011, vide Reg. No.-C-94602/11 under 

the Companies Act, 1994. vide registration No.C-80482/2009 under the Companies Act-1994 

as a Private Limited Company. 

1.2 

Nature of business 

The objects of the Company are to engage in all types of Merchant banking business as 

including issuing, underwritting and portfolio management of all securities singly or jointly 

with other institutions entering in to agreement with clients, issuers,co-managers, counderwritters, 

sub-underwritters and other institutions as required arranging syndicates, if 

necessary, for underwritting and issue managements by other institutions and furnishing due 

dilligence certificates and or other documents statements as required by the concerned 

authorities. 

The principal place of business is the registered office at situated 153-154 Tejgaon Industrial 

Area,Dhaka-1208. 

2 

Basis of preparation 


This financial statements have been prepared in accordance with the requirements of the 

Companies Act 1994, the International Accounting Standards (IASs) as adopted by the 

Institute of Chartered Accountants of Bangladesh (ICAB) as Bangladesh Accounting 

Standards (BASs) as well as the other applicable laws and regulations. 

This comprises Balance Sheet, Income Statement, Statement of Changes in Equity, Cash Flow 

Statement, notes and explanatory materials covering accounting policies. 













206

2.2 Other Regulatory compliances 

The Company is required to comply with following major legal provisions in addition to the 

Companies Act and other applicable laws and regulations: 

The Income Tax Ordinance 1984 

The Income Tax Rules 1984 

The Value Added Tax Act 1991 

The Value Added Rules 1991 


The financial statements have been prepared under the historical cost convention as modified 

to include the revaluation of certain property, plant and equipment. 

2.4 Functional and presentational currency 

The financial statements are prepared and presented in Bangladesh Currency (Taka), which is 

the company's' functional currency. All financial information presented have been rounded off 

to the nearest Taka except where indicated otherwise. 

Figures in brackets indicate deductions. 

2.5 Use of estimates and judgments 

The preparation of financial statements requires management to make judgments, estimates 

and assumptions that affect the application of accounting polices and the reported amounts of 

assets, liabilities, income and expenses. Actual results may differ from these estimates. 

Estimates and underlying assumptions are reviewed on an ongoing basis. 

2.6 Going concern 

The company has adequate resources to continue in operation for the foreseeable future. For 

this reason the directors continue to adopt going concern basis in preparing the financial 

statements. The current credit facilities and resources of the Company provide sufficient fund 

to meet the present requirements of its existing business. 













207

2.7 Reporting period 

The period of the Financial Statements covers from 01 August 2011 to 31 December 2011. 

This being the first set of financial statements,comparative are not available. 

2.8 Significant accounting polices 

The specific accounting policies selected and applied by the company’s directors for 

significant transactions and events that have material effect within the framework of BAS-1 

“Presentation of Financial Statements”, in preparation and presentation of financial statements 

have been consistently applied throughout the year and were also consistent with those used in 

earlier years. 

For a proper understanding of the financial statements, these accounting policies are set out 

below in one place as prescribed by the BAS-1 “Presentation of Financial Statements”. The 

recommendations of BAS-1 relating the format of financial statements were also taken into 

full consideration for fair presentation. 

2.9 Financial instruments 

Non-derivative financial instruments comprise trade and other debtors, cash and cash 

equivalents, short term finance and other payables. 


2.10.1 Recognition and Measurement 

These are capitalized at cost of acquisition and subsequently stated at cost or valuation less 

accumulated depreciation and impairment losses. The cost of acquisition comprises of 

purchase price and non-refundable Taxes and any directly attributable cost of bringing the 

assets to its working condition for its intended use. 

On retirement or otherwise disposal of fixed assets, the cost and accumulated depreciation are 

eliminated and any gain or loss on such disposal is reflected in the income statement which is 

determined with reference to the net book value of assets and the net sales proceeds. 

2.10.2 Subsequent costs 

The cost of replacing part of an item of property, plant and equipment is recognized in the 

carrying amount of the item if it is probable that the future economic benefits embodied within 

the part will flow to the Company and its cost can be measured reliable. The costs of the dayto-day 

servicing of property, plant and equipment are recognized in the profit and loss account 

as incurred. 













208

2.10.3 

Fixed Assets and Depreciation 

Depreciation on all other fixed assets is computed using the reducing balance method so as to 

write off the assets over their expected useful life. 

Depreciation has been charged from the month of acquisition on additions. 

After considering the useful life of assets as per BAS-16, the annual depreciation rates have 

been applied as under which is considered reasonable by the management: 

Category of fixed assets 

Rate of 

percentage 

Land - 

Building 2.50% 

Furmiture & Fixtures 15% 

Office Equipment 15% 

Computre equipments 20% 

Vehicles 20% 

Method of charging 

depreciation 

Reducing balance method 






2.10.4 Revenue recognition 

a 

Interest Income 

In terms of the provisions of BAS-18 "Revenue", interest income is recognised on a accrual 

basis. 

b 

Investment Income 

Investment income on investments is recognised on an accrual basis. Capital gains on 

investments in shares are also included in investment income. Capital gains are recognised 

when these are realised. 

c 

Fees and commission 

Fees and commossion income arising on services provided by the company are recognised on 

an accrual basis. 

2.10.5 Cash and cash equivalents 

Cash in hand and cash at banks have been considered as Cash and Cash Equivalents for the 

preparation of these financial statements, which were held and available for use by company 

without any restriction and there was insignificant risk of changes in value of the same. 













209

2.10.6 Cash Flow Statement 

Cash Flow Statement is prepared in accordance with BAS-7 “Statement of Cash Flows” and 

the cash flows from the operating activities have been presented under direct method. 

2.11 Borrowing Costs 

Financial Expenses (Borrowing Costs) incurred during the year was recognized as revenue 

expenses in accordance with BAS-23 “Borrowing Cost”. Borrowing costs relating to property, 

plant and equipment upto the period of completion of erection are capitalized, and those for 

the subsequent period is charged to revenue. 

2.12 Accrued Expenses and Other Payables 

Liabilities are recognized for the goods and services received, whether paid or not for those 

goods and services. Payables are not interest bearing and are stated at their nominal value. 

2.13 Responsibility of the Preparation and Presentation of the Financial Statements 

The Board of Directors are responsible for preparing and presenting the financial statements 

including adequate disclosures, who approved and authorized for issue of this financial 

statements. 

2.14 Events after the Balance Sheet Date 

In compliance with the requirements of BAS 10: Events After the Balance Sheet Date, post 

balance sheet events that provide additional information about the company's position at the 

balance sheet date are reflected in the financial statements. Events after the balance sheet date 

that are non adjusting events are disclosed in the notes when material. 

2.15 Provisions 

In accordance with the guidelines as prescribed by BAS-37: Provisions, Contingent Liabilities 

and Contingent Assets, provisions are recognized in the following situations: 

when the company has an obligation ( legal or constructive) as a result of past events; 

when it is probable that an outflow of resources embodying economic benefits will be required 

to settle the obligation; and 

reliable estimates can be made of the amount of the obligation. 













210


31 Dec. 2011 

3.00 Investment 

Investment in Coal Fire project of Longking- Orion JV Consortium 100,000,000 

As per the agreement between Orion Capital Limited and Longking- Orion JV Consortium 

dated 23 October 2011,the Company invested the above money @ 13% interest per annum. 

4.00 Cash and cash equivalents 

Cash in hand - 

Cash at bank (Social Islami Bank Limited-Principal branch-A/C No. 58554) 48,903 

Total 48,903 

5.00 Current Liabilities 

Auditors' fees 26,125 

Inter Company current account 224,950 

Total 251,075 


Authorised Capital: 

25,000,000 Ordinary shares of Tk. 10 each 250,000,000 


10,000,000 Ordinary Shares of Tk 10 each 100,000,000 


Name No. of Shares Amount in Taka Percentage(%) 

Orion Pharma Ltd. 800,000 80,000,000 80.00% 

Orion Agro products Ltd. 200,000 20,000,000 20.00% 

Total 1,000,000 100,000,000 100% 

7.00 Retained earnings 

Opening balance - 

Net profit/ (Loss) (202,173) 

Closing balance (202,173) 

01 Aug.2011 to 

31 Dec. 2011 

8.00 Incorporation Expenses 

Registration Expenses (RJSC) 149,000 


Trade Licence 16,000 

Total 167,500 

9.00 Administrative Expenses : 

Printing and Stationary 

Conveyance 

6,700 

250 

Entertainment 500 

Auditors' Fees 26,125 

Total 33,575 

10.00 Financial Expenses 


Total 1,098 













211


To 

The Shareholders of ORION HOLDINGS LTD. 

We have audited the accompanying financial statements of ORION HOLDINGS LTD, which comprises the 

Statement of Financial Position as at December 31, 2011 and the Statement of Comprehensive Income, 

Statement of Changes in Equity and Statement of Cash Flow for the year then ended, and a summary of 

significant accounting policies and other explanatory information. 



accordance with Bangladesh Financial Reporting Standards (BFRS), and for such internal control as 





audit in accordance with Bangladesh Standards on Auditing. Those standards require that we comply with ethical 

requirements and plan and perform the audit to obtain reasonable assurance about whether the financial 



financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the 

risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk 

assessments, the auditor-considers internal control relevant to the entity's preparation and fair presentation of the 

financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the 

purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes 

evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates 

made by management, as well as evaluating the overall presentation of the financial statements. 


opinion. 

Opinion 

In our opinion, the financial statements present fairly, in all material respects, the financial position of Orion 

Holdings Limited as at December 31, 2011, and its financial performance and its cash flows for the year then 

ended in accordance with Bangladesh Financial Reporting Standards and comply with the applicable sections of 

the Companies Act 1994 and other applicable laws and regulations. 

Sd/- 

Dated, Dhaka 

March 28, 2012 














ICB Capital Management Ltd. 212

Particulars 

Orion Holdings Ltd 



Notes 


31.12.2011 31.12.2010 

Assets: 

Non-Current Asset: 130,280,000 130,280,000 

Investment in shares 4 130,280,000 130,280,000 

Current Assets: 5,782,227 2,808,665 

Dividend receivable 5 3,000,000 2,800,000 

Advance income tax 6 560,000 - 

Cash and cash equivalent 7 2,222,227 8,665 

Total Assets 136,062,227 133,088,665 


Shareholders' Equity: 104,040,662 101,692,100 

Share capital 8 100,000,000 100,000,000 

Retained earnings 4,040,662 1,692,100 

Current Liabilities : 32,021,565 31,396,565 

Trade and other payables 9 30,836,565 30,836,565 

Accrued expenses 10 1,185,000 560,000 

Total Equity and Liabilities 136,062,227 133,088,665 

The accompany notes form and integral part of the financial statement 

Sd/- Sd/- 

Chairman 


Sd/- 


Signed as per our report of even date 


Sd/- 



















Particulars 

Notes 


30.12.2011 30.12.2010 

Dividend income 12 3,000,000 2,800,000 

Less: Cost of generation - - 

Profit from operation 3,000,000 2,800,000 

Administrative: (51,438) (547,900) 

Administrative expenses 13 50,000 541,565 

Bank charges 1,438 6,335 

Net profit before tax 2,948,562 2,252,100 

Provision for tax 600,000 560,000 

Net profit after tax 2,348,562 1,692,100 


Sd/- 

Chairman 

Sd/- 


Sd/- 




Sd/- 















Orion Holdings Limited 



Particulars Share Capital Retained Earnings Total 

Opening balance 100,000,000 1,692,100 101,692,100 

Net Profit/(Loss) for the year - 2,348,562 2,348,562 

Balance as at 31.12.2011 100,000,000 4,040,662 104,040,662 



Chairman 





Sd/- 


















Particulars 


A Cash Flows from Operating Activities: 2,213,562 

Collection from sales revenue 2,800,000 

Payment made against advance income tax (560,000) 

Payment made against administrative expenses (26,438) 

B Cash Flows from Investing Activities: - 

- 

- 

C Cash Flows from Financing Activities: - 

Received from Inter company - 

D Net Increase/(Decrease) in Cash and Bank Balances (A+B+C) 2,213,562 

Add: Cash and Bank Balance at the beginning of the year 8,665 

Cash and Bank Balances at the end of the year 2,222,227 






Sd/- 


















1.00 

Background: 

Orion Holdings Limited was incorporated on 9th December 2009, vide Reg. No.-C-81109/09 under 

the Companies Act, 1994. The objects of the Company are to invest Project all over the country 


The principal place of business is the registered office at 153-154 Tejgaon Industrial Area,Dhaka- 

1208 

2.00 Significant Accounting Policies and Disclosures: 


The financial statements have been prepared in conformity with International Accounting 

Standards ( IAS). The accounts are prepared under historical cost convention, using accrual basis 

of accounting. 


including adequate disclosures, who approved and authorized for issue of this financial 

statements. 



2.04 Functional and Presentational (Reporting) Currency: 

2.05 

The financial statements have been prepared based on Going concern, Consistency concept, 

Accrual concept and such other convention as required by IAS-1 for fair presentation of financial 

statements. 

The period of the financial statements covers from 1st January 2011 to 31st December 2011 

consistently. 

The financial statements are prepared and presented in Bangladeshi currency (Taka), which is the 

company's functional currency. All financial information presented have been rounded-off the 

nearest Taka except where indicated otherwise. Figures in brackets indicated negative figure. 

Cash and Cash 

Equivalents: 


preparation of these financial statements, which were held and available for use by the Company 

without any restriction and there was insignificant risk of changes in value of the same. 

3.00 General: 

Figures in the annexed financial Statements & Notes have been rounded-off to the nearest Taka. 

4.00 Investment In Shares: 



30.12.2011 30.12.2010 

Orion Infusion Ltd 130,280,000 130,280,000 

200,000 Ordinary Shares @ Tk. 65.14 ( Face Value Tk. 10.00 Each ) 

Total 130,280,000 130,280,000 













5.00 Dividend Receivable: 


30.12.2011 30.12.2010 

Dividend Income 3,000,000 2,800,000 

Total 3,000,000 2,800,000 

6.00 Advance Income Tax: 


Tax Deduction at source 560,000 - 

Total 560,000 - 

7.00 Cash and Bank Balance: 


Cash in Hand 2,215,000 - 

Social Islami Bank Limited - Principal Br - Dilkusha 7,227 8,665 

AC No - AWCD-00213300055847 

Total 2,222,227 8,665 

8.00 Share Capital: Tk. 100,000,000 

Authorized Share Capital: 

10,00,00,000 Ordinary shares of Tk. 10/- each 1,000,000,000 1,000,000,000 


10,000,000 Ordinary shares of Tk. 10/- each 100,000,000 100,000,000 

The share holding position of the company are as under: 

Name 

Shares in 

Amount 

Percent 

age (%) 

Shares in 

Amount 

Percentage(%) 

Orion Pharma Limited 96,000,000 96% 96,000,000 96% 

Mr. Obaidul Karim 1,000,000 1% 1,000,000 1% 

Mrs. Arzuda Karim 1,000,000 1% 1,000,000 1% 

Mr.Salman Obaidul Karim 1,000,000 1% 1,000,000 1% 

Mrs.Nudrat S Karim 1,000,000 1% 1,000,000 1% 

Total 100,000,000 100% 100,000,000 100% 

9.00 Trade and Other Payable: 


Others 30,836,565 30,836,565 

Total 30,836,565 30,836,565 

10.00 Accrued Expenses: 


Income Tax 1,160,000 560,000 

Payable for Audit Fees 25,000 - 

Total 1,185,000 560,000 

11.00 12.00 Revenue: 


Dividend Income ( Orion Infusion Ltd ) 3,000,000 2,800,000 

Total 3,000,000 2,800,000 









218


30.12.2011 30.12.2010 

12.00 13.00 Administrative Expenses: 


Company Formation - 480,540 

Entertainment & Conveyance - 725 

Audit Fees 50,000 25,000 

Printing & Stationery - 35,300 

Total 50,000 541,565 









219


To 

The Shareholders of ORION NATURAL CARE LIMITED 

We have audited the accompanying financial statements of Orion Natural Care Limited, which comprise the Statement 

of Financial Position as at December 31, 2011 and the Statement of Comprehensive Income , Statement of Changes in 

Equity and Statement of Cash Flow for the year then ended, and a summary of significant accounting policies and 

other explanatory information. 


Management is responsible for the preparation and fair presentation of these financial statements in accordance 

with Bangladesh Financial Reporting Standards (BFRS), and for such internal control as management determines 

is necessary to enable the preparation of financial statements that are free from material misstatement, whether due 

to fraud or error. 


Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit 

in accordance with Bangladesh Standards on Auditing. Those standards require that we comply with ethical 

requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are 

free from material misstatement. 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial 

statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material 

misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor 

considers internal control relevant to the entity's preparation and fair presentation of the financial statements in 

order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an 

opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of 

accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating 

the overall presentation of the financial statements. 


opinion. 

Opinion 

In our opinion, the financial statements present fairly, in all material respects, the financial position of Orion Natural 

Care Limited as at December 31, 2011, and its financial performance and its cash flows for the year then ended in 

accordance with Bangladesh Financial Reporting Standards and comply with the applicable sections of the Companies 

Act 1994 and other applicable laws and regulations. 

Sd/- 

Dated, Dhaka 

23 February 2012 















ORION NATURAL CARE LTD 



Particulars 

Notes 

Amount in TK 


Assets 

Non-Current Assets 1,907,212 

Property, Plant and Equipment 4 257,212 

Intangible Asset 5 1,650,000 

Current Assets 10,154,482 

Advances, Deposits & Prepayments 6 50,047 

Cash and Cash Equivalents 7 10,104,435 


Equity and Liability 

Shareholders' Equity 8,188,724 



Current Liabilities 3,872,970 

Trade Creditors 9 141,950 

Accrued Expenses 10 104,588 

Inter Company Current Account 11 3,626,432 

12,061,694 

Number of Shares used to compute NAV 1,000,000 

Net Asset Value (NAV) Per Share of Tk. 10 8.19 

The accompanying notes form an integral part of this financial statement and are to be read in conjunction 

therewith. 

- 

Sd/- Sd/- 

Chairman 



Sd/- 


















Particulars 

Notes 

Amount in TK 


Revenue from Net Sales - 



Operating Expenses : (1,811,754) 

General & Administrative Expenses - 

Pre Operating Expenses 12 (1,811,754) 

Profit from Operation (1,811,754) 

Other Income 13 478 

Net Profit before Tax (1,811,276) 


Net Profit after Tax (1,811,276) 

The accompanying notes form an integral part of this financial statement and are to be read in 

conjunction therewith. 

Sd/- 

Chairman 

Sd/- 



Sd/- 


















Particulars 

Balance at 24 March, 2011 


Capital 

Retained 

Earnings 


Total 

Ordinary Share Issued 10,000,000 - 10,000,000 

Net Profit during the Period - (1,811,276) (1,811,276) 

Balance at 31 December 2011 10,000,000 (1,811,276) 8,188,724 

Sd/- 

Chairman 

Sd/- 



Sd/- 


















Particulers 

Amount in TK 31 

December 2011 


Cash received from Customers - 

Cash paid to Suppliers and Employees (1,615,263) 

Cash Generated from Operation (1,615,263) 

Other income 478 

Net Cash Generated/(Used) from Operating Activities (1,614,785) 


Acquisition of Property, Plant & Equipment (257,212) 

Intangible Asset (1,650,000) 

Net Cash Received/(Used) in Investing Activities (1,907,212) 


Share Capital Received 10,000,000 

Other Finance Received / (Repaid) 3,626,432 

Net Cash Received/(Used) in Financing Activities 13,626,432 

Net Increase /(Decrease) in Cash & Cash 

Equivalents (A+B+C) 

10,104,435 

Cash & Cash Equivalents at the beginning of the period - 

Cash & Cash Equivalents at the end of the period 10,104,435 

Operating Cash Flow Per Share (1.61) 

Sd/- 

Chairman 

Sd/- 



Sd/- 

















For the period from 24 March 2011 to 31 December 2011 

1. Legal status of the company: 

Orion Biocare Limited is a private limited company, incorporated in Bangladesh under Companies Act, 

1994 on 24 March 2011. The registered office of the company is at 153-154, Tejgaon I/A, Dhaka-1208, 

Bangladesh. 

2. Nature of business: 

ORION NATURAL CARE LTD has been designed to produce different types of Herbal drugs and medicines 

in the form of Herbal, Neutraceuticals, Ayurvedic, Probiotics & Probiotic items. 

3. SIGNIFICANT ACCOUNTING POLICIES 

3.1 Summary of Significant Accounting Policies & basis of preparation 

A summary of the principle accounting policies which have been applied consistently (Unless otherwise 

stated), is set out below: 

a) Statement of Compliance & basis of preparation 

The financial statements have been prepared under the historical cost convention and in accordance with 

the International Accounting Standards (1AS) and International Financial Reporting Standards (1FRS) as 

adopted by the Institute of Chartered Accountants of Bangladesh (ICAB) as Bangladesh Accounting 

Standards (BAS) and Bangladesh Financial Reporting Standards (BFRS) respectively, Companies Act, 

1994 and other prevailing laws and rules applicable in Bangladesh 

b) Going Concern- 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the 

realization of assets and the satisfaction of liabilities in the normal course of business. The accompanying 

financial statements do not include any adjustments for which the company will be unable to continue as a 

going concern. 

c) Functional and presentation currency 

These financial statements are prepared in Bangladesh Taka (Taka/Tk), which is the Company's functional 

currency. All financial information presented in Taka has been rounded off to the nearest integer. 

d) Reporting period 

The financial period of the company covers nine months and eight days from 24 March 2011 to 31 December 

2011 consistently. 













e) Property, Plant & Equipment 


Property, plant and equipment are capitalized at cost of acquisition and subsequently stated at cost or 

valuation less accumulated depreciation in compliance with the requirements of BAS 16: Property, 

Plant and Equipment. The cost of acquisition of an asset comprises its purchase price and any directly 

attributable cost of bringing the assets to its working condition for its intended use inclusive of inward 

freight, duties, non-refundable taxes and un-allocated expenditures etc. 


The cost of replacing part of an item of property, plant and equipments is recognized in the carrying 

amount of an item if it is probable that the future economic benefits embodied within the part will 

flow to the company and its cost can be measured reliably. The costs of the day-to-day servicing of 

property, plant and equipment are recognized in the profit and loss account as 'Repair & Maintenance 

'when it is incurred. 


Property, Plant and equipment are disclosed at written down value less depreciation consistently over 

years. 


Depreciation is provided to amortize the cost of the assets after commissioning, over the period of their 

expected useful lives, in accordance with the provisions of BAS 16: Property Plant and Equipment. No 

depreciation is charged on addition during the period. Depreciation will be charged on all fixed assets 

except land and land developments on reducing balance method at the following rates: 


Plant "& Machinery 15% 



f) Intangible Asset: 

As per BAS 38: Intangible Assets, the three critical attributes of an intangible asset are: 

• Identifiably (Separable and arise from contractual or other legal rights, regardless of whether those rights 

are transferable or separable from the entity or from other rights and obligations.) 

• Control (Power to obtain benefits from the asset) 

• Future economic benefits (Such as Revenues or reduced future costs) 

An entity to recognize an intangible asset, whether purchase or self-created (At cost) if, and only if: 

• It is probable that the future economic benefits that are attributable to the asset will flow to the entity; and 

• And the cost of the asset can be measured reliably. 













g) Preliminary and Pre Operational Expenses: 

The company is yet to start business activities. All pre-operating expenses are charged in the statement of 

comprehensive income in compliance with BAS 38 'Intangible Asset' Para 69(a). 

h) Taxation 

Income tax for the year comprises current tax is based on the applicable tax law in Bangladesh. It is 

recognized in the income statement as tax expense. 

i) Cash and cash equivalents 

For the purpose of presentation in the Statement of Cash flows, cash and cash equivalents includes cash 

in hand and cash at bank. 

Statement of Cash flows is prepared in accordance with BAS 7 titled "Statement of Cash Flows". Cash 

flows from operating activities have been presented at "Direct Method'. 

J) Financial Instrument 

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial 

liability or equity instrument of another entity. 

Financial Assets 

V 

The company initially recognizes advance, deposits and prepayment on the date that they are originated. 

Financial Liability 

The Company recognizes Trade creditors and accrued expenses when its contractual obligations arising from 

past events are certain and the settlement of which is expected to result in an outflow from the entity of 

resources embodying benefits. ' 

3.2 Date of authorization for issue of the financial statements 

On 23 February 2012 the Board of Directors reviewed the financial statements and authorized them for issue. 

3.3 Integral Components of the Financial Statements 

In compliance with the Bangladesh^ Accounting Standard (BAS)-l "Presentation of Financial Statements," 

the following components are annexed with this part of the report: 

i) Statement of Financial Position as at December 31, 2011 

ii) Statement of Comprehensive Income for the period ended December 31, 2011 

iii) Statement of changes in Equity for the period ended December 31, 2011 

iv) Statement of Cash Flows for the period ended December 31, 2011 

v) Notes to the Financial Statements for the period ended December 31, 2011 













4. Property, Plant and Equipment : 

Amount in BDT 

Sl. 

No. 


Balance as at 

24.03.2011 

COST 



Balance as at 

31.12.2011 

Dep. 

Rate 

(%) 

Balance as on 

24.03.2011 

Depreciation 



Balance as on 

31.12.2011 

Written Down 

Value as at 

31.12.2011 

1. Plant & Machineries - 132,212 132,212 - - - 132,212 

2. Office Equipment - 125,000 125,000 - - - 125,000 

- 257,212 257,212 - - - 257,212 
















Amount in TK 


05 Intangible Asset 

Ayurvedic Licence fee 1,650,000 

1,650,000 

06 Advances, Deposits & Prepayments 

Advances: 

Advance Income Tax 47 

Advance aginst Machinery 50,000 

50,047 


Cash at Bank Name of Bank A/C No 


Bank Asia Limited 

(Mohakhali Barnch) 

STD-02836000089 60,712 


Social Islami Bank Ltd. 

(Principle Branch) 

0021330058172 10,043,723 

Total: 10,104,435 



50,000,000 Ordinary Shares of 

Tk. 10 each 


1,000,000 Ordinary Shares of 

Tk. 10 each 

500,000,000 

10,000,000 

Shareholding Position of the Company Percentage 2011 

% Amount 

Orion Pharma Limited 95.00 9,500,000 

Mohammad Obaidul Karim 2.00 200,000 

Mrs. Arzuda Karim 1.50 150,000 

Salman Obaidul Karim 1.50 150,000 

100 10,000,000 













09 Trade Creditors 

Plastic Manufacturer 141,950 

141,950 

10 Accrued Expenses 


Salary & Allowance Payable 53,748 

Printing & Stationery 840 

104,588 

11 Current Account - Inter Company 

Orion Pharma Ltd. 3,626,432 

3,626,432 

12 Pre-Operating Expenses 



Environment Certificate 120,000 

Audit fees 50,000 

Other fees 62,358 

Company Registration fees 249,925 

DCCI Certificate 22,950 


Other Expenses 1,128,992 

Advertisement 5,475 

Product Research 157,702 

1,811,754 

13 Other Income 

Interest on STD A/C 478 

478 













14 RELATED PARTY TRANSACTIONS: 

The company has entered into transactions with other entities that fall within the definition of related party as contained in BAS-24 “Related 

Party Disclosures”. The company opines that terms of related party transactions do not significantly differ from those that could have been 

obtained from third parties. Total transactions of the significant related party as at 31 December, 2011 are as follows: 

Name of Related Party 

Relationship 

Nature of 

Transaction 

Opening 

Balance as on 

24.03.2011 

Addition 

Adjustment 


as on 31.12.2011 

Orion Pharma Ltd. Holding Company Share Capital - 9,500,000 - 9,500,000 


Total: 

Holding Company 

Inter Company- 

Current A/C 

- 3,626,432 - 3,626,432 

- 13,126,432 - 13,126,432 

Transection with Kye Management Personal 

No. 

(a) 

(b) 

(c) 

(d) 

(e) 

(f) 

(g) 

(h) 

(i) 


Particulars 

Managerial Remuneration paid or payable during the half-year to the directors, including managing directors, a managing agent 

or manager 


Commission received or receivable by the managing agent or his associate as selling or buying agent of other concerns in 

respect of contracts entered into by such concerns with the company 

The money value of the contracts for the sale or purchase of goods and materials or supply of services, entered into by the 

company with the managing agent or his associate during the financial year. 



Pensions etc. 

(i) Pensions 




Value in Tk. 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 













15 

Events After Reporting Period 

Commercial Operation of the Company will be started from March 2012. 

16 General 

16.01 Directors Responsibility Statements 

The Board of Directors takes the responsibility for the preparation and presentation of these 

financial statements. 




Sd/- 


Sd/- 

Chairman 


Sd/- 
















To 

The Shareholders of ORION Agro PRODUCTS LIMITED 

We have audited the accompanying financial statements of ORION AGRO PRODUCTS LIMITED, which 

comprises the Statement of Financial Position as at December 31, 2011 and the Statement of 

Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flow for the year then 

ended, and a summary of significant accounting policies and other explanatory information. 



accordance with Bangladesh Financial Reporting Standards (BFRS), and for such internal control as 




Our responsibility is to express an opinion on these financial statements based on our audit. We conducted 

our audit in accordance with Bangladesh Standards on Auditing. Those standards require that we comply 

with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the 

financial statements are free from material misstatement. 


financial statements. The procedures selected depend on the auditor's judgment, including the assessment of 

the risks of material misstatement of, the financial statements, whether due to fraud or error. In making those 

risk assessments, the auditor considers internal control relevant to the entity's preparation and fair 

presentation of the financial statements in order to design audit procedures that are appropriate in the 

circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal 

control. An audit also includes evaluating the appropriateness of accounting policies used and the 

reasonableness of accounting estimates made by management, as well as evaluating the overall 

presentation of the financial statements. 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our 


Opinion 

In our opinion, the financial statements present fairly, in all material respects, the financial position of Orion 

Agro Products Limited as at December 31, 2011, and its financial performance and its cash flows for the 

year then ended in accordance with Bangladesh Financial Reporting Standards and comply with the 

applicable sections of the Companies Act 1994 and other applicable laws and regulations. 

Sd/- 

Dated, Dhaka 

April 12, 2012 















233

Assets: 


31.12.2011 

Non-Current Assets: 858,561,236 

Property, Plant & Equipment Sch-A 830,909,022 

Construction work-in-progress 7,652,214 

Investment in Associates Company 3 20,000,000 

Current Assets: 8,312,022 

Advances, Deposits and Prepayments 4 7,852,383 

Cash and Cash Equivalent 5 459,639 



Particulars 

Orion Agro Products Limited 



Notes 

Shareholders' Equity: 480,874,763 


Advance Against Share Money Deposit 7 162,148,500 

Revaluation Surplus on Fixed Asset 8 220,544,480 


Non-Current Liabilities: 351,557,759 

Bank Term Loans 9 351,557,759 

Current Liabilities: 34,440,736 

Trade and Other Payables 10 34,314,616 

Accrued Expense 11 126,120 

Total Equity and Liabilities 866,873,258 





Dhaka: April 12, 2012 

Sd/- 















234


Income Statement 


Particulars 

Notes 


31.12.2011 

Sales Revenue - 

Less: Cost of goods sold - 


Operating Expenses: (1,354,179) 

Administrative Expenses 12 (1,354,179) 

Operating profit (1,354,179) 

Preliminary Expenses 13 (385,500) 

Financial Expenses 14 (78,538) 

Net loss before tax (1,818,217) 

Provision for tax - 

Net loss after tax (1,818,217) 

Add:Other comprehensive income: 

Surplus on revaluation of fixed asset 10 220,544,480 

Net Profit 218,726,263 



















235

Orion Agro Products Ltd 



Particulars 

Share Capital 

Share Money 

Deposit 

Retained 

Earnings 

Revaluation 

Reserve 

Total 

Share Capital 100,000,000 - - - 100,000,000 

Share Money deposit - 162,148,500 - - 162,148,500 

Net Profit for the year - - (1,818,217) - (1,818,217) 

Revaluation Surplus on 

Fixed Asset 

- - 220,544,480 220,544,480 

Balance at 31.12..2011 100,000,000 162,148,500 (1,818,217) 220,544,480 

- 

480,874,763 


Sd/- 

Chairman 

Sd/- 


Sd/- 



Sd/- 
















236




Particulars 

Amount in BDT 

31.12.2011 

A Cash Flows from Operating Activities: 24,848,674 

Collection from Sales Revenue - 

Payment made against operating expenses (1,354,179) 

Payment made against Advance, Deposit & Prepayment (7,852,383) 

Trade & Other Payable 34,314,616 

Accrued expenses 126,120 

Preliminary Expenses (385,500) 

B Cash Flows from Investing Activities: (858,561,236) 

Acquisition of Fixed Assets (830,909,022) 

Construction Work in Progress (7,652,214) 

Investment in Associate Company (20,000,000) 

C Cash Flows from Financing Activities: 834,172,201 


Advance Against Share Money 162,148,500 

Receive From Inter Company 220,544,480 

Bank Term Loans received 351,557,759 

Financial Expenses (78,538) 

D Net Increase/(Decrease) in Cash and Bank Balance (A+B+C) 459,639 

Add:Cash and Bank Balance at the beginning of the year - 

Cash and Bank Balance at the end of the year 459,639 


Sd/- 

Chairman 

Sd/- 



Sd/- 




Sd/- 














237

Particulars 

Opening 

Balance 

Cost 

Addition during the 

year 

Disposal 


year 


153-154 Tejgaon Industrial Area, Dhaka 

Schedule of Fixed Assets 

As at December 31, 2011 

Balance on 

31.12.11 

R a t e 

Opening 

Balance 

Depreciation 

Charged 


period 

Disposal 


period 

Balance 

on 

31.12.11 

WDV (HC) of 

31.12.11 

Revaluation 

Surplus as of 

31.12.11 

Schedule - 1 

WDV (CCA) of 

31.12.11 

Land & Land Development - 99,588,520 - 99,588,520 - - - 99,588,520 220,544,480 320,133,000 

Plant & Machinery - 510,776,022 - 510,776,022 - - - - 510,776,022 - 510,776,022 

Total of 30.06.2011 - 610,364,542 - 610,364,542 - - - - 610,364,542 220,544,480 830,909,022 













238

Orion Agro Products Ltd 



1.00 Background: 

Orion Agro Products Limited was incorporated on 23 November 2010; vide Reg. 

No.-C-88288/10 under the Companies Act, 1994. The objects of the Company are to establish 

Agro base products like Mushroom. 


The principal place of business is the registered office at 153-154 Tejgaon Industrial 

Area,Dhaka-1208 and plant is located : Valuka , Mymensign 

2.00 

Significant Accounting Policies and Disclosures: 


The financial statements have been prepared in conformity with International Financial 

Reporting Standards (IFRS). The accounts are prepared under historical cost convention, using 

accrual basis of accounting. 


including adequate disclosures, who approved and authorized for issue of the Financial 

Statements. 


The financial statements have been prepared based on Going concern, Consistency concept, 

Accrual concept and such other convention as required by IAS-1 for fair presentation on 

Financial Statements. 

2.03 Going Concern: 

The Company has adequate resources to continue its operation for the foreseeable future. For 

this reason, the directors continue to adopt going concern basis in preparing the accounts. The 

current credit facilities and resources of the Company provides sufficient fund to meet the 

present requirements of its existing business. 


The period of the Financial Statements covers from January 01, 2011 to December 31, 2011 

consistently. 

2.05 Cash and Cash Equivalents: 


preparation of these Financial Statements, which were held and available for use by the 

Company without any restriction and there was insignificant risk of changes in value of the same. 

2.06 Cash Flow Statements: 

Cash Flow Statement is prepared on the basis of Direct method 













239


31.12.2011 

3.00 Investment in Associates Company 


Orion Capital Limited ( 2000,000 Shares @ BDT. 10/- each ) 20,000,000 

Total 20,000,000 













240

4.00 Advance, Deposits and Prepayments: 

The break-up of the amount is given below: 


31.12.2011 

Advance to Suppliers against Materials 7,851,380 

L/C Margin 1,003 

Total 7,852,383 

5.00 Cash and Cash Equivalent: 


Cash in Hand 29,445 

Cash at Bank (5.01) 430,194 

Total 459,639 

5.01 Cash at Bank: 

Social Islami Bank Limited - Principal Br. - A/C-0021330057179 374,914 

Rupali Bank Limited - Gulshan Branch - A/C- 1237 8,850 

Rupali Bank Limited - Gulshan Branch - A/C- 89187 46,430 

Total 430,194 


Authorized Capital: 

50,000,000 Ordinary shares of Tk. 10/- each 500,000,000 

500,000,000 


10,000,000 Ordinary Shares of Tk 10/- each 100,000,000 

100,000,000 


Name Shares In Amount Percentage(%) 

Orion Pharma Ltd 9,000,000 90.00% 

Mr.Mohammad Obaidul Karim 500,000 5.00% 

Mrs Arzuda Karim 250,000 2.50% 

Mr.Salman Obaidul Karim 250,000 2.50% 

Total 10,000,000 100% 

7.00 Advance Against Share Money Deposit: 


Orion Pharma Ltd 162,148,500 

Total 162,148,500 

8.00 Revaluation Reserve: 


Land & Land Development 220,544,480 

Total 220,544,480 

9.00 Bank Term Loan: 


SIBL-Principal Branch -HP Commercial - AC-0023320057179 

28,134,562 

SIBL- Principal Branch -HP Commercial - AC-0023220002607 

323,423,197 

Total 351,557,759 













241



31.12.2011 

10.00 Trade and Other Payable: 


Trade Creditors 4,102,010 

Inter Company Current Account (10.1) 29,447,384 

Retention Money 765,222 

Total 34,314,616 

10.1 Inter Company Current Account: 

Panbo Bangla Mushroom Ltd 15,047,384 

Belhasa Accom & Associates Ltd 14,400,000 

Total 29,447,384 

11.00 Accrued Expenses: 

Audit Fees Payable 25,000 

Salary Payable 101,120 

Total 126,120 

12.00 Office & Administrative Expenses : 


Salary,Wages & Other Benefit 1,117,517 

Postage & Courier 30 

Telephone,Mobile, Internet & Postage 43,064 

Printing and Stationary 1,719 

Conveyance 15,089 

Fees & Renewal 128,080 

Professional & legal fees 5,600 

Entertainment 6,180 

Misc. Expenses 11,900 


Total 1,354,179 

13.00 Preliminary Expenses: 


Registration Fees - RJSC 259,000 

BIO Registration 100,000 

TIN 2,500 


Total 385,500 

14.00 Financial Expenses: 



Total 78,538 













242

Additional Disclosures 













243

Management Disclosure: 

xii) Disclosure Regarding Sec. 109 of the Companies Act 1994: 

Mr. Mohammad Obaidul Karim, Managing Director of Orion Pharma Limited are also working as 

a Managing Director of Orion Infusion Limited and Belhassa Accom JV Limited to facilitate the 

proper working and function of the aforesaid companies and he was appointed so with proper 

consent of the company in the Annual General Meeting (AGM), the minutes and return of 

which was duly approved by the Registrar of Joint Stock Company (RJSC) of Bangladesh. So Mr. 

Obaidul Karim’s common Managing Directorship in the above mentioned companies comply 

with the section 109 of the Companies Act, 1994.However, the we will change the Managing 

Director , if the situation deserves so after getting listed at Dhaka Stock Exchange (DSE). 

xv) Disclosure Regarding Sec 186 of the Companies Act 1994: 

We have not included the Board of Director’s Report and financial information of the 

subsidiaries of Orion Pharma Ltd. in its audited financial statements. But we have incorporated 

this information in our prospectus as an integral part of it. 













244

Auditor’s Disclosure 

Auditor’s certificate 

regarding 

Whether Plant and Machinery are brand-new or reconditioned 

Name of Entity: 


Address of registered office: Orion House, 153-154, Tejgaon Industrial Area, Dhaka 1208 

We certify that from inception the above entity procured its Plant and Machinery in a brandnew 

condition. 

This certificate has been issued on the basis of the entity’s books of account and documents so 

far presented to us for the purpose of our audit of the financial statements for the year ended 

31 December 2011. 

Sd/- 

Dated, Dhaka 


27 September 2012 Chartered Accountants 













245


regarding 

Fully Diluted Earnings per Share Ratio 

as per Rule 8 B (20) (d) of the Securities and Exchange Commission (Public Issue) Rules 2006 as 

amended on 5 October 2011 



Address of registered office: Orion House, 153-154 Tejgaon Industrial Area, Dhaka 1208 

SEC notification number: SEC/CMRRCD/2008/186/115Admin/30- 

The above SEC notification states “Earnings per share should also be disclosed on fully diluted basis 

(with the total existing number of shares) in addition to the practice of weighted average number of 

share basis. 

Future projected Net Income should not be considered while calculating the weighted average EPS” 

2011 

As no shares were issued during the year ended 31 December 2011 the total existing number of shares 

equalled the weighted average number of shares. 

Therefore the Fully diluted EPS equals the Basic EPS disclosed for 2011. 

2010 

During the year ended 31 December 2010 shares were issued for cash thus the Fully diluted EPS will not 

equal the Basic EPS disclosed for 2010. We therefore calculate Fully diluted EPS below: 

Total comprehensive income 

attributable to ordinary share holders: Tk. 324,141,984 

Total existing number of shares: 155,000,000 

Fully diluted EPS: 2.09 

This calculation has been issued on the basis of the entity’s books of account and documents so far 

presented to us for the purpose of our audit of the financial statements for the year ended 31 December 

2011. 

Sd/- 













246

Dated, Dhaka 




regarding 

Income Tax and Value Added Tax 

Status 




VAT Identification number: 508 100 0416 

Tax identification number: 001-200-2978 

Tax zone: 8 

Tax circle: 155 

We certify that the above entity has maintained all obligations as required by the VAT Act 1991 and the 

Income Tax ordinance 1984. 

Further that VAT and Income Tax due has been paid by the company. 

This certificate has been issued on the basis of the entity’s books of account and documents so far 

presented to us for the purpose of our audit of the financial statements for the year ended 31 December 

2011. 

Sd/- 

Dated, Dhaka 















247


regarding 

Loans taken by subsidiaries 



Company Registration number: C-2376 


We certify that Dutch Bangla Power & Associates Ltd. (Company registration number C-85471) a 

subsidiary of the above entity obtained a loan issued by the following syndicate: 

Syndicate 

Member 

Disbursal 

date 

Expiry date Outstanding at 

30 Sep 2012 

Repayment 

Status 

Agrani Bank Ltd 28 Jun 2011 21 Jul 2016 1,779,845,503 Regular 

Janata Bank Ltd 7 Jun 2011 21 Jul 2016 1,703,220,811 Regular 

Saudi Bangladesh Industrial and 

Agricultural Investment Company Ltd 25 Jul 2011 21 Jul 2016 88,991,050 Regular 

United Leasing Company Ltd 1 Dec 2011 21 Jul 2016 42,993,837 Regular 

Total (Tk.) 3,615,051,201 

Further we certify that Orion Power Meghnaghat Limited (Company registration number C-85446) a 

subsidiary of the above entity obtained a loan issued by the following syndicate: 

Syndicate 

Member 

Disbursal date Expiry date Outstanding at 

30 Sep 2012 

Repayment 

Status 

Agrani Bank Ltd 28 Nov 2010 8 May 2016 1,841,133,176 Regular 

Bangladesh Commerce Bank Ltd 3 Aug 2011 8 May 2016 132,071,075 Regular 

Rupali Bank Ltd 28 Apr 2011 8 May 2016 807,316,818 Regular 

Saudi Bangladesh Industrial and 

Agricultural Investment Company Ltd 26 Jul 2011 8 May 2016 88,295,737 Regular 

United Leasing Company Ltd 17 Jul 2011 8 May 2016 42,704,277 Regular 

Total (Tk) 2,911,521,083 

Orion Power Meghnaghat Limited also obtained a loan from the Investment Corporation of Bangladesh 

which was disbursed in three phases on 5 Dec 2011, 7 Feb 2012 and 29 Apr 2012. The total is due to be 

settled on 2 Jan 2015. The outstanding liability on this loan as at 30 Sep 2012 was Tk 700,000,000. The 

loan is being repaid as per the agreed repayment schedule. 

This certificate has been issued on the basis of the subsidiaries’ books of accounts as presented to us 

dated 30 September 2012. 

Sd/- 

Sd/- 

Dated, Dhaka 


8 October 2012 Chartered Accountant 













248

Additional Disclosures regarding Financial Statement Of Orion Pharma Ltd (OPL). 

1. Correction of Note No. 10.3 of Financial Statement of OPL dated on 31 st December, 2011: 

Investment in Marketable Securities (revised) as shown under Note No. 10.3 

Annexure-A 

Investment in Marketable Securities 

Amount in taka 

Particulars 

2011 

Market Value 

Cost 

2010 

AB Investment Ltd. 

Apex Adelchi Footwear Ltd. 8,631,520 12,000,686 12,006,310 

Apex tannery Ltd. 120,400 217,509 181,450 

Bangladesh Export- Import Ltd. 1,695,000 3,267,988 3,115,000 

Bangladesh Thai Aluminum Ltd. 775,000 1,083,780 1,245,750 

Bank Asia. Limited. 2,005,500 2,151,438 2,572,500 

Bay Leasing & Investment 1,629,825 3,372,130 4,389,375 

Fareast Islami Life Insu. 793,800 1,410,469 1,405,950 

Fidelity Assets & security. 1,322,500 1,993,942 1,824,500 

Green Delta Insurance co 2,286,000 4,750,132 4,897,500 

Heidelberg Cement Bangla 76,770 115,001 109,778 

I.F.I.C Bank Ltd. 2,575,560 3,969,970 4,262,250 

ICB Amcl 2nd Nrb Mutual Fund 1,410,000 2,360,709 2,577,500 

Islamic Finance & Investment. 798,080 1,601,636 1,866,500 

Karnafuli Insurance Co.Ltd. 603,600 1,097,799 980,000 

Mithun Knitting And Dyeing 2,986,458 2,931,038 4,553,313 

N C C Bank.Ltd. 1,203,840 1,564,958 2,064,000 

National Tea Company Ltd. 1,590,000 1,742,757 1,736,100 

Progressive Life Insurance 1,116,864 1,590,096 1,978,800 

R.N Spinning Mills Ltd. 3,612,700 3,960,564 4,189,500 

Reliance Insurance Ltd. 3,445,875 4,588,504 4,345,625 

Rupali Life Insurance Co. 8,393,364 11,154,003 13,862,100 

Samorita Hospital Ltd. 3,253,800 4,680,575 4,440,750 


The Ibn Sina pharmaceuticals 8,020,584 7,590,364 7,981,805 

Trust Bank Limited 2,574,000 3,283,543 3,766,250 

Sub-Total 63,272,790 87,130,813 95,827,605 













249

ISLAND SECURITIES LTD. 

AIMS MF 19,900 51,600 1,832,000 

Anwar Galvanizing 1,236,000 1,558,160 3,797,500 

Bech Hechary BHL 1,634,775 2,975,682 549,000 

Desh Garments 654,000 465,700 696,750 

Eastern Housing Ltd 447,930 1,000,158 953,000 

Fine Foods Ltd FINFD 1,347,675 2,515,500 1,648,650 

Fu-Wang Ceramic 1,209,300 1,580,007 2,256,000 

Hakkani pulp paper 223,850 312,620 362,450 

Imam Button Inds. 97,900 214,345 295,875 

Maksons Spinning Mills 87,500 130,325 687,800 

Mithun Knitting 516,800 740,224 984,200 

Quasem Drycells 134,800 209,780 1,744,000 

Rahima Food 696,000 1,344,860 6,526,800 

Rupali Bank Ltd 1,502,600 1,989,746 - 

Sinobangla Ind 85,000 133,980 - 

Social Islami Bank 7,064,568 7,078,050 - 

Sub-Total 16,958,598 22,300,737 22,334,025 

Bank Asia Securities Ltd. 

Beach Hatchery Ltd. 991,300 2,148,430 2,150,000 

Pragati Insurance 579,180 1,193,875 1,089,900 

Grameen Mutual Fund - - 3,141,000 

Fu-Wang Ceramic Ind 1,146,750 1,530,815 1,426,875 

Active Fine Chemical 715,300 1,521,680 1,193,000 

Pubali Bank - - 868,250 

Islami Bank 1,471,500 1,457,622 1,601,000 


Lafarge Surma Cement 532,000 1,312,380 1,127,500 

Rahima Food Ltd. 1,392,000 3,015,080 2,775,000 

Prime Textile 532,500 1,327,770 1,219,500 

Fine Foods Ltd. 598,400 1,224,520 972,000 

Eastern Housing 1,493,100 3,547,572 2,832,000 

Anwar Galvani 1,359,600 2,261,688 2,048,200 

Trust Bank Ltd. 1,029,600 1,435,296 1,506,500 

Kay & Que 900,900 1,116,507 913,500 

Rupali Bank Ltd. 751,300 915,937 - 

Anlima Yarn and Dyein 2,737,000 3,386,740 - 

Sub-Total 17,641,480 30,522,647 28,149,225 

ICB Islamic Bank Limited 246,000 246,000 246,000 

Southeast Bank Capital 

Service Ltd: 

Green Delta Mutual Fund 3,400,000 5,000,000 5,000,000 

2. Correction of Note No. 1.2 of Financial Statement of OPL dated on 31 st December, 2011: 

Orion Infusion Limited is an associate company of the Orion Pharma Limited (OPL). But it is 

erroneously stated as a subsidiary company of OPL under the note 1.2 of the audited financial 

statement of Orion Pharma dated on 31 st December 2011. 













250


CREDIT RATING REPORT 


L 

[Surveillance] 

Particulars 

Rating 

Previous Rating 

Remarks 

Orion Pharma Limited A1 A1 Entity 

BDT 430.0 million aggregate Cash Credit Limit* A1(Lr) - Please see 

BDT 100.0 million aggregate fund based limit ST-3 - 

Appendix – 

BDT 200.0 million aggregate non fund based limit ST-3 - 

1 for 

details 

Outlook 

Stable - 

Lr - Loan Rating; ST - Short Term; *Due to its revolving nature CRAB views Cash Credit as long term facility 

Date of Rating: 28- June-2012 

Validity: The Long Term ratings are valid up to 30 June 2013 and the Short Term ratings are valid up to limit expiry 

date of respective credit facilities or 30 June 2013 whichever is earlier. 

Rating Based on: Audited financial statement up to 31 December 2011, bank liability position of Q1of 2012 and 

other relevant quantitative as well as qualitative information up to the date of rating declaration. 

Methodology: CRAB’s Corporate Rating Methodology (www.crab.com.bd) 

Analysts: 

human pharmaceuticals products. The company in 

Md. Asraf Ali 

asraf@crabrating.com 

Md. Hussainul Islam Sajib 

sajib@crab.com.bd 

Ehtesham Haque 

ehtesham@crabrating.com 

Financial Highlights 

Amounts in Million BDT 

Stand Alone 

Consolidated 

Particulars 2011 2010 2011 

Net Revenue 1,762.6 1,412.0 7,026.3 

Net Profit After Tax 526.1 316.8 967.0 

EBITDA 485.7 396.6 1,651.6 

Gross Profit Margin 58% 57% 30% 

EBTIDA Margin 28% 28% 24% 

Net Profit Margin 30% 22% 14% 

Borrowed Fund to 

Adjusted Equity (x) 0.0 0.0 0.8 


EBITDA (x) 0.9 0.4 5.1 


Total Asset (x) 0.0 0.0 0.4 

Borrowed Fund 426.5 158.8 8,408.6 

Equity 10,739.7 8,937.3 12,763.3 

Adjusted Equity* 8,880.7 8,465.3 10,370.0 

Total Asset 12,125.2 9,485.2 23,467.1 

EBIT/Interest (x) 15.9 11.9 2.2 

*Adjusted equity is calculated by deducting the revaluation 

reserves from total equity. 

RATING 

BASIS 

CRAB assigns rating to Orion Pharma Limited 

standalone. However the rating considered the 

consolidated financial position of the company 

reported as per BAS-27 and BFRS -3 in the year 2011 

and audited by S F Ahmed & Co. 

BRIEF 

PROFILE 

Orion Pharma Limited (hereinafter referred as "OPL" or 

"the Company") is the manufacturer and marketer of 

2011, for the first time, has got eight (8) subsidiaries 

of which two (2) are engaged in rental power 

generation, two (2) are the investing companies 

another two (2) are the manufacturer and marketer of 

human and animal healthcare products and among the 

remaining two (2), one engaged in mushroom 

production and remaining one is a merchant bank. 

RATIONALE 

Credit Rating Agency of Bangladesh Ltd (CRAB) has 

reaffirmed A1 (pronounced as Single A One) rating to 

Orion Pharma Limited in the long term. CRAB also 

assigned A1(Lr) 

rating to BDT 430.0 million Cash Credit 

limit. CRAB assigned ST-3 rating to BDT 100.0 million 

aggregate fund based limit and ST-3 rating to BDT 

200.0 million aggregate non fund based Limit in short 

term. CRAB puts stable outlook for the rating. 

The assigned rating derives strengths from the 

favorable state of pharmaceutical industry, OPL's 

achieved growth with consistent profitability, 

undergoing capacity enhancement and the ability to 

generate further growth with financial flexibility. The 

Company's improved equity position, absence of long 

term debt, its venture to build a modern 

pharmaceutical park by full equity funding and the 

entrepreneurial backing from Orion Group also 

supported the rating. Rating, however, is constrained 

by highly concentrated nature of pharmaceuticals 

industry, brand familiarity of increased number of 

products, heavy plant capacity with diversified uses 

and new product introduction ability where OPL falls 

behind the leading players. Limited capacity 

enhancement option within current setup, low market 

share, less branding activity with no international 

certification, low capacity to introduce sophisticated 

products also limits the rating. 

Pharmaceuticals 













251


The revenue of OPL, being a midsized firm, grew 25% to BDT 1,762.6 million in 2011 which made the sales CAGR 

24% for period between 2007 and 2011. The CAGR of EBITDA for the same period was 56% (BDT 485.7 million in 

2011from BDT 83.0 million in 2007) which represents a major turnaround for the company from profitability 

aspect. CRAB expects the company with its current pace of progression capable to retain its earnings growth. 

The profitability of the Company was also retained by a chosen product portfolio which helped it contain 58% gross 

profit margin. The Company also maintained 28% EBITDA margin meaning an operating efficiency while net profit 

margin became 30%, increased from 22% in 2010, due to increased interest income from investment in some 

subsidiaries and Orion concerns. The liquidity position was also sound with 49 days of Cash Conversion Cycle. 

In a bid to become a listed company through an Initial Public Offering, OPL, in several steps, has raised its paid up 

capital to BDT 1,550 million from BDT 100.0 million within the year 2010. Part of this capital (between BDT 1,550 

million and BDT 800.0 million) was raised through a private placement of shares which also collected a premium 

amount of BDT 6,750.0 million (75 million shares@ BDT 90 each). The process of raising the remaining capital 

through IPO is still subject to regulatory approvals. However the raised fund enhanced the total equity level to BDT 

8,880 million, after adjusting for revaluation reserves, which stood 0.05x against outstanding debt and 0.9x 

against EBITDA in 2011. 

Although the debt limit grew to BDT 730.0 million from earlier BDT 300.0 million the interest expense did not 

grow. The earnings growth being much higher OPL's position is considered strong with 15.9x interest coverage 

ratio. 

OPL expects to build a sophisticated pharmaceutical park with a projected cost of BDT 3,850.0 million funded 

through Initial Public Offering. CRAB views this project as vital to take a competitive position in pharmaceuticals 

industry where most leading players are investing consistently and making value addition in many diversified ways. 

Any shortfall in implementation of the project will also leave an impact on the company's growth forecasts. 

Consolidated Position 

During the surveillance CRAB found, for the first time, a consolidated financial position of the Company that 

incorporated eight subsidiaries in addition to an associate company - Orion Infusion Ltd. CRAB observes 

consolidated revenue was heavily (75%) contributed by two of its power generating subsidiaries while remaining 

others were largely inoperative during 2011. Since both the power companies operate on quick rental basis which 

ensures the supply of fuel and the sale of power at a preset price they, largely, got their major risks shifted to the 

Government bodies. CRAB also observes the power companies operating since June of 2011 with no major 

breakdown which helps derive an understanding of smooth preservation of capacity and thus the receipt of capacity 

payment which, CRAB opines, sufficient to service debt obligations. 

OPL's other subsidiaries along with its associate are supposed to give the company an emerging growth surrounded 

by Pharmaceuticals and healthcare products. However these two relevant subsidiaries (Orion Natural Care Ltd and 

Orion Biocare Ltd) are still at their initial stage of operation leaving their success on the right planning and funding 

by the Group. Orion Capital Ltd along with two other investing subsidiaries (Orion Holding Ltd and Integral Energy 

Ltd) is also dependent on the Group decision to grasp the future growth opportunities. 

CRAB anticipates the consolidated financial position of the company to be largely influenced by the performance of 

the two power generating companies and any change of their future performance will sharply affect the total 

picture. The current shortfall of fuel supply by BPC, if remains unimproved, will continue to limit the cash inflows 

forecasted earlier. Moreover the expiry of rental contracts will also see a major downturn in consolidated revenue 

once the five year contract period is over. 

Credit Positives 

+ Strong capital base from equity infusion which limits the use of debt for further growth. 

+ Promoters' proven entrepreneurial track and demonstrated leadership in giant scale projects 

+ Progression towards building a pharmaceuticals park with equity funding, a vital for future growth and 

competitiveness. 













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Credit Concerns 

- Delay in implementing the proposed pharmaceuticals park will hinder the future growth. 

- Any deviation in the performance of concerns that received investment from OPL. 

Company Profile 

Orion Pharma Ltd, earlier known as Orion Laboratories Limited, was incorporated in 21of June 1965. The company 

was converted into a public limited company on 24th of July 2010. In 2011 the company extended its shareholding 

to eight(8) Orion concerns where by holding more than two thirds share of its subsidiaries while securing a 22% 

stake in Orion Infusion Ltd. OPL with its subsidiaries currently operates in human and animal pharmaceuticals, 

human healthcare, agro products especially mushrooms, power generation on quick rental basis. The company 

eyes to expand its pharma business to a new pharma complex where it projects to establish a modern 

pharmaceutical complex with facility for general, herbal, cephalosporin, hormone & contraceptive products. 

The company, meantime, improved its current facility where it has installed a fully automatic liquid filling line 

replacing the previous manual liquidity production facilities which doubles the current capacity. The Company also 

going to install a high speed tablet compression machine and a high capacity tablet coating machine. Moreover the 

company has segregated space for cephalosporin, anticancer and injectable product facility according to CGMP 

standards. For the design and construction of proposed pharma park the Company has engaged Tebodin 

Netherlands BV, an independent and multidisciplinary consultancy and engineering firm having work experience 

Europe, Middle East, Asia and Africa. 

Orion Pharma Limited was awarded license for producing both the biological and non biological drugs. The 

company currently markets more than 250 products under 58 therapeutic classes. But for the time being the 

company keeps itself confined to human pharmaceuticals products only. 

Table 1 

The company at a glance 

Name 


Incorporation 21-June-1965 

Nature Public Limited Company 

Products Pharmaceutical products 

Licensing Authority Directorate General of Drug Administration 

Drug License Biological -46; Non Biological - 179 

Current Renewal expiry 27-October-2013 

Production Facility 153-154, Tejgaon Industrial Area, Dhaka 

Auditor S F Ahmed & Co. 

Group Affiliation Orion Group 

Orion Pharma Limited : Consolidated position 

In the year 2011 Orion Pharma Limited increased its holding into many of Orion concerns and thus became a parent 

company. OPL owned more than 50% shares of eight (8) companies and thus reported a consolidated ll at 31st of 

December 2011. According to Bangladesh Accounting Standards (BAS) 27 and BFRS 3 the company made 

consolidated and separate financial statements. The Company also followed Equity Method in reporting investment 

in associates according to BAS 28. The consolidated financial statement for the year 2011 reported BDT 7026.3 

million revenue mainly contributed by the Orion Pharma Ltd, IEL Consortium & Associates Ltd and Dutch Bangla 

Power & Associates Ltd. (The consolidated shareholding is detailed in table 2) 

Orion Group 

Orion concerns have extended its ventures into diversified business sector. However the group has concentration in 

infrastructure and energy sectors. Mr. Mohammad Obaidul Karim the key person behind the Group has stake in 

many other companies which make the concerns come into a affiliation often referred as Orion Group, as a whole. 

The group currently has operations in Agro products, construction, cosmetics & toiletries, energy, infrastructure, 

power, real estate and readymade garments. 













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Table 2 

Name of the Concerns 

Nature of Business Revenue / No Revenue in 2011 

% share held 

by OPL 

Orion Pharma Limited ( The company & its subsidiaries) The Holding Company Revenue 

Orion Pharma Limited (The company Only) Human Pharma products Revenue 

Subsidiaries: 

Dutch Bangla Power & Associates Ltd. HFO based quick rental power Project Revenue 67% 

IEL Consortium & Associates Ltd HFO based quick rental power Project Revenue 95% 

Integral Energy Ltd. Investing company for IEL Consortium & Associates Ltd No Revenue 70% 

Orion Holding Ltd. Investing company for Orion Infusion Ltd. Revenue 99.60% 

Orion Natural Care Ltd. Herbal, Ayurvedinc and Neutricical product maker Revenue 95% 

Orion Biocare Ltd Animal health products No Revenue 99% 

Orion Agro Products Ltd. Mushroom producer No Revenue 90% 

Orion Capital Ltd Merchant banking No Revenue 80% 

Associates: 

Orion Infusion Ltd Large Volume Parenterals (LVP) manufacturer Revenue 21.8% 













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Table 3 

Financial position of Orion Pharma & its subsidiaries on 31st December 2011 

Revenue/ Sales 

EBITDA 

Net Profit 

Gross Profit Margin 

EBITDA Margin 

Net Profit Margin 

Equity 

Adjusted Equity 

Borrowed Fund 

Cash Flow From Operation 

Borrowed Fund/Equity 

Borrowed Fund/Adjusted Equity 

Borrowed Fund / EBITDA 

Borrowed Fund/ Total Asset 

CFO/ borrowed Fund 

Interest Coverage 

Name of the Concerns 

% 

holding 

By OPL 

(million BDT) (percentage) (million BDT) (times) 

Orion Pharma Ltd. ( The company & its 

7,026.3 1,651.6 967.0 30% 24% 14% 12,763.3 10,370.0 8,408.6 1,513.9 0.7 0.8 5.1 0.4 9.5 2.2 

subsidiaries) 

Orion Pharma Limited(The company 

1,762.6 485.7 526.1 58% 28% 30% 10,739.7 8,880.7 426.5 (178.7) 0.04 0.05 0.9 0.0 -0.5 15.9 

Only) 

Subsidiaries: 

Dutch Bangla Power & Associates Ltd.** 67% 1102.5 1651.6 109.3 24% 30% 10% 1052.6 683.0 3,229.6 180.5 3.1 4.7 9.7 0.5 0.5 1.7 

IEL Consortium & Associates Ltd.** 95% 927.3 258.4 61.1 25% 28% 7% 2150.6 1865.0 3,890.3 219.9 2.1 2.1 15.1 0.6 0.1 1.5 

Integral Energy Ltd. 70% 0.0 -0.3 -0.3 n/a n/a n/a 32.5 n/a n/a -0.3 n/a n/a n/a n/a n/a n/a 

Orion Holding Ltd. 99.60% 2.8 2.3 1.7 100% 81% 60% 101.7 n/a n/a 35.9 n/a n/a n/a n/a n/a n/a 

Orion Natural Care Ltd. 95% 0.0 -1.8 -1.8 n/a n/a n/a 8.2 n/a 0.0 2.0 0.0 n/a 0.0 n/a n/a n/a 

Orion Biocare Ltd 99% 0.0 -0.8 -0.8 n/a n/a n/a 49.2 n/a 0.0 -1.1 n/a n/a n/a 0.0 n/a n/a 

Orion Agro Products Ltd. 90% 0.0 0.1 -1.8 n/a n/a n/a 480.9 n/a 351.6 24.8 0.7 n/a 4,476.3 0.4 0.0 -22.2 

Orion Capital Ltd 80% 0.0 -0.2 -0.2 n/a n/a n/a 99.8 n/a 0.0 0.0 n/a n/a n/a 0.0 n/a -183.1 

*Adjusted equity = Equity net off revaluation reserve , n/a = not applicable 

** Dutch Bangla Power & Associates Ltd and IEL Consortium & Associates Ltd's accounts covers three months ( 30 Sept - 31 December of 2011) 













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Capital, Shareholding, Board and Management of Orion Pharma Limited 

The company's authorized capital is BDT 5,000.0 million divided into 500 million shares valuing BDT 10 each. In 

the year 2005 the subscribed and paid up capital was BDT 48.0 million. Between the period 2009 and 2011 the 

company increased its capital to BDT 1,550.0 million. The company also made private placement in the year 2010 

to raise its number of paid up shares from 80 million to 155 million. During that period the company took premium 

for newly issued 75 million shares at BDT 90 each computing its premium accounts BDT 6,750.0 million at the end 

of 2010. In the year 2011 the company adjusted the premium account with 3% advance income tax and thus stood 

the account balance BDT 6,547.5 million at the end of December. However the company in 2011 also declared a 

10% cash dividend first time for its shareholders making the dividend payment of BDT 155.0 million. 

Orion Pharma Limited has got Mr. Mohammad Obaidul Karim as the Managing Director while Mrs Arzuda karim, 

Mrs Hasina Begum, Mr. Salman Obaidul Karim and Mrs Zerin Karim as directors. Among them Mr Karim and Mrs 

Karim became directors for the first time in the year 1983. Mrs Hasina Begum joined directorship in 1998 whereas 

Mr Salman Karim and Mrs Zerin Karim joined in the year 2010. 

Table 4 

Position of shareholding 

Shareholders 

% holding 

Sponsor shareholders 46% 

Institutional shareholders 23% 

Individual shareholders 31% 

Total 100% 

The core management of the company remained almost the same like the previous years. But with the 

incorporation of new subsidiaries and Orion's venture into many other concerns the Group has divided its 

management into two major categories. The central management is called the group management which oversees 

the function all the concerns having any group interest and liaisons among the Group concerns. The company 

specific management will see the company matters and execute the decision of their boards. 

Consolidated Performance of OPL (the parent company) 

Orion as a parent company reports the revenue of itself and the eight remaining subsidiaries. The company's profit 

is also contributed by its eights subsidiaries and dividend from associates. But in the year 2011 the company 

reported only the profit of its pharma and two power generating subsidiaries because other subsidiaries were at 

their beginning stage of operation. Since the power companies reported three month's revenue in 2011 there will 

be a sharp growth in the consolidated revenue of 2012 which also can have a boost if fuel supply smoothes that 

will increase the variable energy payment. Pharmaceuticals business with its current undergoing development may 

achieve a growth between 20% and 25%. (see the total picture in Table 3) 

For the coming years the revenue from the two power generating subsidiaries will become significant and may 

cross 80% of consolidated revenue. This pattern of the revenue which enjoys a fixed capacity receipt will give the 

revenue of the company a high level of consistency in the future periods. 

Among the other subsidiaries some will report revenue in the year 2012 as some products of Orion Natural Care, 

Orion Biocare and Orion Agro Products Ltd has hit the market. However the parent company earns interest income 

by investing in subsidiary, associate and group concerns. The consolidated accounts reported BDT 437.9 million 

interest income which is 34% of profit before tax amount. 

Table 5 

Revenue Mix in 2011 (Consolidated accounts) 

Particulars 2011 % contribution 

Total Revenue 7,026.33 

100% 

A ) Orion Pharma Ltd 1,762.59 25% 

B) Revenue From Power Generation 5,263.73 

75% 

B -1) Fixed Rental Payment 3,110.70 44% 

B -2) Variable Energy Payment 2,153.04 31% 













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Interest bearing investment earned the Company BDT 313.6 million from an investment of BDT 3,289.5 million 

meaning a return of almost 9.5% in 2011. This investment amount shares 77% of total investment made by the 

company. Basic recipient of the investment money was Belhasa Accom & Associates Ltd (BAAL) for BDT 2,615.1 

million, 80% of total interest bearing portion. Director of the OPL shares 80% of the total ownership of BAAL. But in 

the year 2010 it was the two power generating subsidiaries which got BDT 3,647.2 million, 89% of total interest 

bearing investment. 

Non-interest bearing portion shared 15% of total investment. Among this investment fund recipient ware two coal 

project (BDT 364.3 million), Orion Refinery Project that works on the BMRE of Eastern Refinery of Chittagong (BDT 

245.4) million, Orion Gas Ltd (BDT 29.0milion) and another LNG projects. The company also invested BDT 172.1 

million in the form of share money deposit in companies. CRAB views projects investments are riskier than others 

as they are still less organized companies and would take much time to become fully performing company under 

Orion flagship. (see appendix 14 for details) 

Table 6 

Investments Summary 

Concerns 2011 Percentage 2010 Percentage 

Share Money Deposits 172.1 4% 949.2 18% 

Investment in Projects in Progress 657.4 15% 22.7 0% 

Investment in Marketable Securities 101.5 2% 151.6 3% 

Interest Bearing Investment 3,289.5 77% 4,108.3 79% 

Investment of non Controlling Interest 45.4 1% 0.5 0% 

Investment in Subsidiary of Integral Energy 

- 0% 1.9 0% 


Total 4,265.9 100% 5,232.3 100% 

The company with its subsidiaries has long term loan of BDT 8,291.70 million which is largely shared by the two 

power generating companies and Orion Agro Products Ltd. The loans of power project have a repayment period of 

60 months which covers the whole contract period of rental basis power production. (see appendix 2 for details) 

Table 7 

Term Loan Outstanding 

Concern 

Outstanding 

% contribution 

Dutch Bangla Power & Associates Ltd. 4,019.0 48.5% 

IEL Consortium & Associates Ltd 3,935.9 47.5% 

Orion Agro Products Ltd. 336.8 4.1% 

Total 8,291.7 100% 

Summary of Financial Analysis 

The consolidated account of Orion Pharma Limited was prepared for the year of 2010 and 2011. The revenue of 

2010 included only the revenue of Orion Pharma Limited while the accounts of 2011 incorporated the financial 

position of eight subsidiaries. Thus the basic change in 2011 was enhancement of revenue, profit, asset as well as 

liabilities. The company made 30% gross profit margin with the help of a strong contribution from power 

generation. Besides this the pharmaceutical reported 58% gross margin and 30% net profit margin at the same 

period. The profit from the core business with income from investments helped the company reported 14% 

consolidated net profit after tax in 2011. (see appendix 5 for details) 

BUSINESS ANALYSIS OF OPL & SUBSIDIARIES 

Orion Pharma Limited (the company stand alone) 

OPL plays only in the human section of pharmaceuticals market which is growing at a pace of more than 20% in last 

couple of years. The company currently markets more than 250 products under 58 therapies. OPL has a production 

facility located at 153-154 Tejgaon Industrial Area. Currently the company is producing tablets, capsules, powder 













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for suspension, oral liquid for general and Antacid categories and cream & ointments form of drugs. The company 

also has blister packing , Vial and Ampoule filing facility used by injection form of drugs. The company in the year 

2011 enjoyed more than 80% utilization of its tablet making facility while 62% for capsule filing facility. Other 

facilities also enjoyed a moderate utilization rate e.g, PFS filling (57%), oral liquid filling - general (57%), oral liquid 

filing- Antacid (37%), blister packaging (55%), injection filling-Vial (39%), injection filing- Ampoule (37%), tube 

filling-both the cream and ointment (10%). 

Sales revenue of the company is symmetrically contributed by the products - the top selling few is contributing the 

largest share while rests having diminishing participation. Almost 48% of the sales of the company are coming from 

top 15 products of which 26% are coming from top five products whereas top ten is contributing 39% of total 

revenue. However region based sales concentration was more relaxed: top 10 of 22 selling regions contributed 

almost 54% of total sales giving top 5 a share of 29%. No selling region did contribute more than 6% of total sales 

while maintaining a floor of 3% each. This gives a fair distribution of total sales across the regions making the 

revenue generation pattern more resilient to regional demand variability. 

The company is set to launch 5 new products including Esomeprazole, a high demand enjoying product in 2012. 

However OPL being the midsized company with increasing number of upcoming products may have to rely on more 

than 15 products to ensure 50% of its total revenue. Therefore maintaining an optimum number of products in 

portfolio is the challenge against securing the expected growth by new products while at the same time retaining 

the level of profitability. 

Orion Pharma Limited has achieved a 24.4% CAGR in the last five years which reflects a harmony with the growth of 

pharmaceuticals sector of Bangladesh. However with its present premise that houses the old structures will not be 

able to give this consistent level of growth in the coming years. But the growth of the company also enjoyed 

profitability supported by the chosen product mix. The operating profit of the company for this year (2011:26.5%) 

remains in line with the last year (2010: 25.3%). 

Financials 

OPL has achieved 25% growth in the year 2011 after rejuvenation in the year 2010. The company thus made its 

CAGR for the last five years 24%, a close to industry growth. With a midsized product portfolio the Company 

retained a high level of profitability with less number of products. The company also has not incurred any long 

term loan and its current development is undergoing without major term financing. However last year short term 

outstanding stood 0.9x against EBITDA and 0.05x against equity. operating cash flow went negative by a huge 

current account support to its fellow subsidiaries which increased to BDT 1,783.0 million from earlier BDT 266 

million. The company remained strong from interest coverage position as EBIT/ interest stood 15.9 x as the 

amount of interest expense remained at the same level as that of previous year's. (see appendix-4 for detailed 

financial position) 

IEL Consortium & Associates Ltd 

IEL Consortium & Associates Ltd (ICAL) is a public limited company incorporated in Bangladesh on 30 June 2010 

under the Companies Act 1994. IEL has been implemented a 100 MW HFO Power Plant on quick rental basis in 

Meghnaghat, Dhaka with machineries and equipments supplied by Wartsila Finland OY. ICAL is a power generation 

company responsible for the operation of electric power plants for the local consumption. The power generated 

from power plant will be supplied to Bangladesh Power Development Board (BPDB) under 5 years contract started 

from 30 June 2010. Bangladesh Power Development Board (BPDB) is the main customer of the company. The 

principal activity of the company is to set up power plants for the generation and supply of electricity. The power 

plant is based on Hyper Furnace Oil (HFO). 













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Operations 

The Company operates a 100.00 MW power plant located in Meghnaghat, Narayanganj. The fuel supply of this plant 

is a pass-through from BPC to BPDB. The operation and cash flow is secured considering the Net Energy Output 

(NEO) and Dependable Capacity (DC) of the plant. The Company receives capacity payment from BPDB for 

maintaining Dependable Capacity over the Threshold Dependable Capacity (TDC). As per the RPA contract, if DC 

gets lower than the TDC the Company has to pay liquidity damage to BPDB by an amount equal to USD 1,000 per 

KW of the shortfall. During the time under operation the Company has been able to maintain the dependable 

capacity over the threshold dependable capacity and did not have to incur any Liquidity Damage. However, the 

energy generation or plant load has been significantly low for this period of time having an average of 44.04%. The 

main reason behind this was the insufficient fuel supply received from Bangladesh Petroleum Corporation (BPC). 

However, as the plant load factor during this period of time has been on an average 85.0%, the Company received 

capacity payment from BPDB. 

The Company was expected to have its Commercial Operation Date (COD) by April 2011 and the Government was 

expected to provide land for the power plant. However, the land acquisition got delayed which affected the actual 

COD of the plant. This is reasoned to be the prime reason behind the time overrun that occurred to the Company 

as it had COD on 08 May 2011 (about 20 days after the expected COD). Because of the time overrun the Company 

had to pay BPDB Liquidity Damage of about BDT 70.0 million (USD 500 per MW per day) which resulted in a cost 

overrun of the project. 

Financials 

The Company was incorporated in July 2010, had Commercial Operation Date (COD) in May 2011, and the financial 

year of the Company ends on 30 September. However, the Company started generating electricity in full throttle 

from June 2011. As a result, the Company reported 15 months of operation in the initial year, from 01 July 2010 to 

30 September 2011, which actually includes revenue generated from May 2011 to September 2011. Revenue 

generated by the Company during this period time was BDT 2,183.40 million which was BDT 927.3 million from 

October 2011 to December 2011. Thus the annualized revenue of the Company is around BDT 5,200.0 million 

against forecasted revenue (forecasted in the project feasibility report) of BDT 5,719.0 which is significantly higher 

than the revenue generated during the 15 month period. This implies that the Company has been generating power 

at a lower capacity than contracted. (see appendix -6 for detailed financial position) 


Dutch Bangla Power and Associates Ltd (DBPAL) was incorporated on 1 July 2010 as a public limited company under 

the Companies Act, 1994 with authorized share capital of BDT 10,000 million divided into 50,000 ordinary shares 

of Tk 10 each. The company has been awarded by the company by the government of Bangladesh and BPDB to 

implement 100 MW HFO Power Plant on quick rental basis in Siddhirgonj, Narayanganj with machineries and 

equipment supplied by Wartsila OY, Finland. The generated output of 105 MW electricity is being regularly supplied 

to national grid. Orion Pharma Limited holds 67% of equity share of this Company. 

Operations 

The Company operates a 100.00 MW power plant located in Shiddirganj, Narayanganj. The fuel supply of this plant 

is a pass-through from BPC to BPDB. The operation and cash flow is secured considering the Net Energy Output 

(NEO) and Dependable Capacity (DC) of the plant. The Company receives capacity payment from BPDB for 

maintaining Dependable Capacity over the Threshold Dependable Capacity (TDC). As per the RPA contract, if DC 

gets lower than the TDC the Company has to pay liquidity damage to BPDB by an amount equal to USD 1,000 per 













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KW of the shortfall. During the time under operation the Company has been able to maintain the dependable 

capacity over the threshold dependable capacity and did not have to incur any Liquidity Damage. However, the 

energy generation or plant load has been significantly low for this period of time having an average of 40.91%. The 

main reason behind this was the insufficient fuel supply received from the Bangladesh Petroleum Corporation (BPC). 

However, as the plant load factor during this period of time has been on an average 85%, the Company received 

capacity payment from BPDB. 

Financials 

The Company was incorporated in July 2010 and had Commercial Operation Date (COD) in July 2011 and the yearend 

of the Company is 30 September. However, the power plant started generating electricity in full throttle from 

August 2011. As a result, the Company reported 15 months of operation in the initial year, from 01 July 2010 to 30 

September 2011, which actually includes revenue generated from July 2011 to September 2011. Revenue generated 

by the Company during this period time was BDT 1,050.55 million which was BDT 1,102.49 million from October 

2011 to December 2011. Thus, the annualized revenue of the Company is about BDT 4,200.0 million against 

forecasted revenue (forecasted in the project feasibility report) of BDT 5,719.0 million. This also reflects that the 

Company has been generating power at a lower capacity than contracted because of limited fuel supply. (see 

appendix -7 for detailed financial position) 

Orion Holdings Ltd. 

Orion Holdings Limited (OHL) was incorporated on 9 December 2009 as private limited company under the 

companies act of 1994 with authorized share capital of BDT 150 million divided into 15 million ordinary shares of 

Tk 10 each. Orion Phama Ltd. possesses 99.60% of its share while the rest portion is also held by Karim family 

members. The main objective of the holding company is to invest in capital. Initially the company had invested in 

Orion Infusion Limited and holds its 2 million ordinary shares. 

Financials 

The company reported BDT 2.8 million revenue earned from the declared dividend of Orion Infusion Ltd. OHL holds 

200,000 shares of OIL. The company incurred some operating expenses and after that reported BDT 1.69 million of 

net profit after tax. (for details see appendix-8) 


Integral Energy Limited (IEL) was incorporated on 18 October 2009 as a private limited company under the 

Companies Act, 1994 with authorized share capital of BDT 300 million divided into 30 million ordinary shares of Tk 

10 each. The objective of the company is to invest in power plant projects. It is an investing company of IEL 

Consortium & Associates Limited where it invested BDT 30.0 million. Orion Phrama Ltd. holds 70% of its ownership 

while rest is held by the Karim family, the entrepreneurs. Since the company is to receive dividend income from IEL 

Consortium & Associates Ltd (ICAL) which has been under operation since May 2011 the company, the revenue of 

the company is fully dependent upon ICAL board decision. 

Summary Financials 

IEL has been fully equity based company so far. The company has some office bearing expenses though not having 

any revenue so far. So the company is carrying a negative earnings balance. At the closing of 2011 the company 

reported -0.05 million of net profit after tax and a equity balance of BDT 29.7 million. The company may start 

receiving dividend from the next fiscal. But the introductions of some new power plant projects may get financed 

through this concern and thus receive more equity. (Please see appendix-9 for details) 













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Orion Biocare Limited (OBL) was incorporated on 24 March 2011 as a private limited with authorized share capital 

of BDT 1000 million divided into 100 million ordinary shares of BDT 10 each. Orion Biocare is going to set a 

modern pharmaceuticals plant which will produce veterinary drugs to meet the country’s animal health 

requirements. Orion Pharma Limited possesses 99% share of Orion Biocare Ltd. 

Summary of the Financial Analysis: 

Orion Biocare Limited has just begun its operation last year and it is yet to generate revenue. However the company 

has been incurring some operating expenditure. The company is remained fully equity based while sourcing some 

its operating expenditure by availing some short term loan form intercompany accounts. (see appendix-10 for 

details) 


Orion Natural Care Limited ( ONCL) is a private limited company started on 24 th March 2011 with authorized share 

capital of BDT 500 million divided into 50 million ordinary shares of BDT 10 each. The company intends to 

manufacture and market different types of traditional ayurvedic, western herbal, neutraceutical cosmetic products 

in the form of tablet, capsule, liquid, semi solid, powder, ointment, cream, medicated oil etc.The company has also 

opted for gerbil, ayurvedic & neutriceuticals medicine making with a view to taping the export potential in the 

global market. Orin pharma Ltd holds 95% of the total paid up capital. 


L 

Orion Capital Limited (OCL) was incorporated on August 1, 2011 as private limited company under the Companies 

Act 1994 with an authorized share capital of BDT 250 million divided in 25 million ordinary shares of BDT 10 each. 

Orion Pharma owns80% of shares directly and 18% through Orion Agro Product Ltd. The main objective of the 

company is to act as an issue manager in the capital market. The company did not report any revenue in 2011.( see 

appendix 11 for details) 


Orion agro products Limited (OAPL) was incorporated on November 23, 2010 as private limited company under the 

companies act 1994 with an authorized share capital off BDT 500 million divided in 50 million ordinary shares of 

Tk. 10 each. Orion Pharma Limited possesses 90% of shares. The main objective of the company is to produce Agro 

based products like Mushroom. The company did not report any revenue in 2011. (see appendix 13 for details) 

CREDIT 

FACILITIES 

Orion Pharma Limitedavails short term limits from Agrani Bank Ltd in the form of revolving Letter of Credit (LC), 

Loan against Trust Receipt (LTR) and a Cash Credit facility. Current LC limit in favor of the company amounts BDT 

200.0 million for which a LTR limit of BDT 100.0 million is engaged. The Cash Credit (hypo) limit is BDT 350.0 

million. 

Dutch Bangla Power & Associates Ltd avails a syndication facility arranged by the Agrani Bank Ltd for the power 

generation project it holds. This loan amounts BDT 4,150.0 million of which BDT 4,027.9 million was disbursed. 

Current outstanding amount for the same loan is BDT 4,019 million as on 22nd May 2012. 

IEL Consortium & Power Associates Ltd also avails a syndication facility of BDT 3,600 million arranged the Agrani 

Bank Ltd of which amount BDT 3,580.6 million was disbursed. The outstanding for this facility amounts BDT 

3,235.9 million as on 22nd May of 2012. 

IEL Consortium & Power Associates Ltd furthermore avails a loan facility against equity from Investment 

Corporation of Bangladesh amounting BDT 700 million. Till December 31 of 2011 the company 

Orion Agro Products Ltd enjoys a HPSM facility from Social Islami Bank Ltd of BDT 307.4 million for importing 

construction materials & equipment. The payment of installment will begin in August of 2012 by a monthly 

installment of BDT 6.8 million. 

-End of Report- 













261


APPENDIX 

1 

Outstanding position on May 2012 

Company 

Loan Type 

Funded / Non 

Bank/NBFI 

Nature of 

Limit 

Outstanding 

Limit Expiry 

Funded 

Facility 


Funded 

CC (H) 350.0 362.84 30.06.2012 

Pharma Ltd. 

CC 

Agrani Bank 

Short Term Funded 

(Pledge) 80.0 38.64 30.06.2012 

ltd. 

Funded TR 100.0 86.85 30.06.2012 

Non Funded L.C 200.0 134.87 30.06.2012 

Aggregate CC limit 430.0 

Total Fund Based Limit 100.0 

Total non fund based limit 200.0 

Grand Total 730.00 













262


APPENDIX 

2 

LOAN FACILITY DETAILS OF OPL AND ITS SUBSIDIARIES 

Subsidiary Name 

Loan Type 

Funded / Non Funded 

Bank/NBFI 

Nature of Facility 

Limit 

Outstanding 

Limit Expiry 

Funded 

CC (H) 350.0 362.84 30.06.2012 

Orion Pharma Ltd. Short Term 

Funded CC (Pledge) 80.0 38.64 30.06.2012 

Agrani Bank ltd. 

Funded TR 100.0 86.85 30.06.2012 

Non Funded L.C 200.0 134.87 30.06.2012 


Long Term 

Funded 

HPSM(Ind.) 307.4 336.8 04.07.2017 

SIBL 

Short Term Non Funded LC 387.4 

Agrani Bank Ltd. Term Loan 2000.0 1995.5 31.08.2016 

Dutch Bangla 

Janata Bank Ltd. Term Loan 2000.0 1873.7 28.02.2017 

Power & Long Term Syndication 

Funded 

SABINCO Term Loan 100.0 99.8 31.04.2017 


United Leasing Term Loan 50.0 50 31.03.2017 

Agrani Bank Ltd. Term Loan 2300.0 2057.3 Aug-16 

Rupali Bank Ltd. Term Loan 1000.0 893.2 Aug-16 


Long Term Syndication 

Funded 

Commerce Bank Term Loan 150.0 142.7 Aug-16 


SABINCO Term Loan 100.0 95 Aug-16 

United Leasing Term Loan 50.0 47.7 Aug-16 

Long Term Funded ICB 

Advance Against 

Equity 

700.0 700.0 

Total Long Term Outstanding 8,291.70 

Aggregate CC limit 430.0 

Aggregate fund based limit 100.0 

Aggregate non fund based limit 587.4 

Grand Total 9,409.10 













263


APPENDIX 

3 

Shareholding pattern on Orion concerns 

Shareholder 

Institutional 

Individual 

Subsidiaries of Orion Pharma Ltd 


Pharmaceutic 

als Ltd 

Orion Holding 


Orion Biocare 



Care Limited 

Integral 

Energy 


IEL 

Consortium & 

Associates 


Dutch Bangla 

Power & 

Associates 


Orion Pharmaceuticals Ltd 99.60% 99% 95% 70% 95% 67% 90% 80% 22% 

Integral Energy Limited 3% 

Jafflong Tea Company Limited 0.50% 

Haarhuis Generatorer B. V. 0.05% 

Dutch Bangla Power Limited 29.875% 

Shenzhen Nanshan Power Company Limited 0.5% 

Orion Agro Products Ltd. 20% 

Orion Holdings 10% 

Belhasa Accom & Associates Ltd. 2.58% 5% 

Panbo Bangla Mushrrom Ltd. 1.94% 

Orion Properties Ltd. 1.94% 


Products Ltd. 

Orion Capital 


Associates / Common Shareholding 

Belhasa Engineering & Contracting Co LLC 5% 

Financial Institutions 24% 

IDB 2% 

Mr. Obaidul Karim 19.09% 0.10% 0.40% 2.0% 0.50% 1.0% 5% 3% 20% 20% 

Mrs. Arzuda Karim 4.72% 0.10% 0.30% 1.5% 0.35% 3% 6% 50% 10% 6% 

Mr. Salman Obaidul Karim 5.22% 0.10% 0.30% 1.5% 20% 0.50% 1.0% 3% 0% 50% 30% 

Mrs. Nudrat S Karim 3.45% 0.10% 10% 0.10% 0.5% 

Mrs. Zerin Karim 10% 

Mehadi Hasan 10% 

Rezaul Karim 3% 

Ebadul Karim 13% 

Mrs. Shirin Akhter 0.03% 

Mrs. Nurun Nahar 0.09% 

Mrs Hasina Begum 0.12% 

Jamal Uddin Ahmed Chowdhury 0.125% 

Institutions & Public Shareholding 60.94% 28.19% 15% 58% 

Total 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 


Infusion 

Jaflong Tea 

Company Ltd 

Belhasa 

Accom & 


Kohinoor 

Chemical Co. 

Ltd. 













264


APPENDIX 

4 

Orion Pharma Limited ( the company stand alone) 

(months) (12) (12) (12) (12) (12) 

Earnings and Stability (in million BDT) 2011 2010 2009 2008 2007 

Net Sales 1,762.6 1412.0 967.3 793.8 735.4 

Sales Growth 25% 46% 22% 8% n/a 

Cost % of Revenue 42% 43% 47% 49% 58% 

EBITDA 485.7 396.6 170.3 157.8 83.0 

EBITDA Growth 22% 133% 8% 90% n/a 

EBITDA Margin 28% 28% 18% 20% 11% 

Net Profit After Tax 526.1 316.8 251.3 81.9 28.6 

Net Profit After Tax Growth 66% 26% 207% 187% n/a 

CAGR of Revenue (2007- 2012) 24% 

CAGR of EBITDA (2007-2012) 56% 

CAGR of net profit after tax (2007 - 2012) 107% 

Profitability Positions: 

Gross Profit Margin 58% 57% 53% 51% 42% 

Operating Profit Margin 26% 25% 16% 17% 9% 

Net Profit Margin 30% 22% 26% 10% 4% 

Return on Asset 5% 6% 19% 10% 5% 

Return on Equity 5% 4% 30% 20% -13% 

Liquidity Positions (times) 

Current Ratio 2.5 7.1 1.9 1.1 0.8 

Quick Raito 2.2 6.6 1.5 0.7 0.6 

Cash Ratio 0.0 3.3 0.1 0.0 0.0 

Net Working Capital to Total Asset 0.2 0.3 0.2 0.0 -0.2 

Inventory to Net Working Capital 0.2 0.1 0.4 4.5 -0.9 

Inventory Turnover Ratio 7.3 7.7 5.6 4.6 5.7 

Accounts Receivables Turnover Ratio 17.3 17.7 11.8 9.3 9.9 

Accounts Payables Turnover Raito 4.0 4.8 3.0 2.4 2.1 

Average Inventory Processing Period (days) 49.5 46.8 64.6 79.1 62.8 

Average Receivables Collection Period (days) 20.8 20.3 30.6 38.6 36.3 

Average Accounts Payables Payment Period (days) 89.4 75.3 119.4 153.1 171.4 

Operating Cycle (days) 70.3 67.1 95.2 117.7 99.1 

Cash Conversion Cycle (days) 49.5 46.8 64.6 79.1 62.8 

Leverage and a 

Capital Structure Positions ( in million BDT) 

Equity 10,739.7 8,937.3 830.1 402.3 -228.6 

Adjusted Equity 8,880.7 8,465.3 341.8 -94.7 -228.6 

Borrowed Fund 426.5 158.8 458.6 535.5 542.2 

EBITDA 485.7 396.6 170.3 157.8 83.0 

Fund Flow from Operation (FFO) 545.4 356.3 270.8 103.1 47.4 

Cash Flow from Operation (CFO) -247.3 -575.6 -10.8 -43.9 564.1 

Retained Cash Flow (RCF) -253.9 -575.6 -10.8 -43.9 564.1 

Free Cash Flow (FCF) -963.8 -879.2 -23.0 -54.2 540.3 

(times) 

Borrowed Fund To Adjusted Equity 0.05 0.02 1.3 -5.7 -2.4 

Borrowed Fund to EBITDA 0.9 0.4 2.7 3.4 6.5 

Borrowed Fund to Total Asset 0.0 0.0 0.3 0.5 1.0 

FFO / Borrowed Fund 1.0 0.7 0.5 0.2 0.1 

CFO / Borrowed Fund -0.5 -1.1 0.0 -0.1 1.0 

RCF / Borrowed Fund -0.5 -1.1 0.0 -0.1 1.0 

FCF / Borrowed Fund -1.8 -1.6 0.0 -0.1 1.0 

Coverage Positions (times) 

Interest Coverage Ratio (EBIT / Interest) 15.9 11.9 3.5 2.5 1.8 

FCF / Interest -8.7 -19.2 -0.2 -0.8 15.7 

(EBITDA - Capex) / Interest -7.7 3.1 3.6 2.7 1.7 













265


APPENDIX 

5 

Orion Pharma Limited(consolidated) 

(months) (12) (12) 

Earnings and Stability ( in million BDT) 2011 2010 

Net Sales 7,026.3 1,412.0 

Slaes Growth 398% n/a 

Cost % of Revenue 70% 43% 

EBITDA 1651.6 499.4 

EBITDA Growth 231% n/a 

EBITDA Margin 24% 35% 

Net Profit After Tax 967.0 318.2 

Net Profit After Tax Growth 204% n/a 


Gross Profit Margin 30% 57% 

Operating Profit Margin 21% 25% 

Net Profit Margin 14% 23% 

Return on Asset 4% 3% 

Return on Equity 8% 4% 

Liquidity Positions (times) 

Current Ratio 0.8 6.7 

Quick Raito 0.7 6.2 

Cash Ratio 0.0 3.1 

Net Working Capital to Total Asset 0.0 0.3 

Inventory to Net Working Capital -0.7 0.1 

Inventory Turnover Ratio 13.4 2.4 

Accounts Receivables Turnover Ratio 4.2 2.9 

Accounts Payables Turnover Raito 7.1 5.5 

Average Inventory Processing Period (days) 26.8 147.4 

Average Receivables Collection Period (days) 86.0 122.2 

Average Accounts Payables Payment Period (days) 50.5 65.0 

Operating Cycle (days) 112.8 269.6 

Cash Conversion Cycle (days) 62.3 204.6 



Equity 12,763.3 8,837.8 

Adjusted Equity 10,370.0 8,417.4 

Borrowed Fund 8,408.6 158.8 

EBITDA 1,651.6 499.4 

Fund Flow from Operation (FFO) 1,333.4 357.8 

Cash Flow from Operation (CFO) 1,513.9 -1,036.5 

Retained Cash Flow (RCF) 1,507.3 -1,036.5 

Free Cash Flow (FCF) -13,726.4 -1,340.0 

(times) 

Borrowed Fund to Equity 0.7 0.0 

Borrowed Fund To Adjusted Equity 0.8 0.0 

Borrowed Fund to EBITDA 5.1 0.3 

Borrowed Fund to Total Asset 0.4 0.0 

FFO / Borrowed Fund 840% 225% 

CFO / Borrowed Fund 954% -653% 

RCF / Borrowed Fund 949% -653% 

FCF / Borrowed Fund -8646% -844% 


Interest Coverage Ratio (EBIT / Interest) 2.2 15.3 

FCF / Interest -23.8 -44.6 

(EBITDA - Capex) / Interest -23.6 6.5 













266


APPENDIX 

6 

IEL Consortium & Associates Ltd 

Amounts in million BDT 

Month (3) (15) 

Earnings & stability 2012 2011 

Net Sales 927.2 2,183.4 

Generation Cost as % of Net Sales 75% 82% 

EBITDA 258.4 508.5 

EBITDA Margin 0.3 0.2 


(3) (15) 

Profitability Positions: 2012 2011 






(3) (15) 

Liquidity Positions (times) 2012 2011 




Net Working Capital to Total Asset 0.0 -0.2 

Inventory to Net Working Capital -0.1 0.0 









(3) (15) 

Leverage and Capital Structure Positions : 2012 2011 

Equity 2,150.6 1,249.0 

Adjusted Equity 1,865.0 1,249.0 

Borrowed Fund 3,890.3 3,587.5 

EBITDA 258.4 508.5 

Fund Flow from Operation (FFO) 180.7 320.9 

Cash Flow from Operation (CFO) 219.9 3131.8 

Retained Cash Flow (RCF) 219.9 3131.8 

Free Cash Flow (FCF) 213.8 -2596.2 

(times) 


Borrowed fund to Adjusted Equity 2.1 2.9 



FFO / Borrowed Fund 0.0 0.1 

CFO / Borrowed Fund 0.1 0.9 

FCF / Borrowed Fund 0.1 -0.7 

(3) (15) 

Coverage Positions (times) 2012 2011 


FCF / Interest 1.7 -18.6 

(EBITDA - Capex) / Interest 2.0 -37.3 













267


APPENDIX 

7 

Dutch Bangla Power & Associates Ltd 

(month) (3) (15) 

Earnings and Stability 


(million BDT) 2011 2012 

Net Sales 1102.5 1050.5 

Slaes Growth n/a n/a 


EBITDA 333.4 235.9 

EBITDA Growth n/a n/a 

EBITDA Margin 0.3 0.2 


Net Profit After Tax Growth n/a n/a 

Profitability Positions: 2011 2012 

Gross Profit Margin 24.2% 16.6% 

Operating Profit Margin 23.9% 16.0% 

Net Profit Margin 9.9% 3.1% 

Return on Asset 1.5% 0.5% 

Return on Equity 10.4% 6.1% 

Liquidity Positions (times) 2011 2012 




Net Working Capital to Total Asset -0.3 -0.3 

Inventory to Net Working Capital 0.0 0.0 










Capital Structure Positions (million BDT) 

Equity 1052.6 534.4 

Adjusted Equity 683.0 534.4 

Borrowed Fund 3229.6 3351.5 

EBITDA 333.4 235.9 





(times) 


Borrowed Fund to Adjusted Equity 4.7 6.3 



FFO / Borrowed Fund 0.1 0.0 

CFO / Borrowed Fund 0.5 12.5 

FCF / Borrowed Fund 0.0 -0.9 

(3) (15) 



FCF / Interest 0.6 -21.9 

(EBITDA - Capex) / Interest 1.6 -41.8 













268


APPENDIX 

8 

Orion Holdings Ltd financial Position 

(months) (12) (12) 

Earnings and Stability 2011 2010 

Net Revenue 3.0 2.8 


EBITDA 3.0 2.3 

EBITDA Margin 98% 81% 








Leverage and Capital Structure Positions : 

Equity 104.0 101.7 

Adjusted Equity 0.0 0.0 


EBITDA 3.0 2.3 




Free Cash Flow (FCF) 2.2 35.9 

(times) 

Borrowed Fund to Equity n/a n/a 

Borrowed Fund to EBITDA n/a n/a 

Borrowed Fund to Total Asset n/a n/a 

FFO / Borrowed Fund n/a n/a 

CFO / Borrowed Fund n/a n/a 

FCF / Borrowed Fund n/a n/a 

Coverage Positions 

Interest Coverage Ratio (EBIT / Interest) n/a n/a 

FCF / Interest n/a n/a 

(EBITDA - Capex) / Interest n/a n/a 













269


APPENDIX 

9 


Earnings and Stability 2011 2010 

Revenue 0 0 

Generation Cost as % of Net Sales n/a n/a 

EBITDA -0.1 -0.3 

EBITDA Margin n/a n/a 

Net Profit After Tax -0.1 -0.3 


Gross Profit Margin n/a n/a 

Operating Profit Margin n/a n/a 

Net Profit Margin n/a n/a 

Return on Asset n/a n/a 

Return on Equity n/a n/a 


Capital Structure Positions 

Equity 29.7 32.5 


EBITDA n/a n/a 

Fund Flow from Operation (FFO) -0.1 -0.3 

Cash Flow from Operation (CFO) 3.3 -0.3 

Retained Cash Flow (RCF) 2.8 -3.1 


Borrowed Fund to Equity n/a n/a 

Borrowed Fund to EBITDA n/a n/a 

Borrowed Fund to Total Asset n/a n/a 

FFO / Borrowed Fund n/a n/a 

CFO / Borrowed Fund n/a n/a 

FCF / Borrowed Fund n/a n/a 


Interest Coverage Ratio (EBIT / Interest) n/a n/a 

FCF / Interest n/a n/a 

(EBITDA - Capex) / Interest n/a n/a 

APPENDIX 

10 

Orion Biocare Ltd 


(months) (12) 

Earnings and Stability 2011 

Net Revenue 0 

Generation Cost as % of Net Sales 

n/a 

EBITDA -0.8 

EBITDA Margin 

n/a 

Net Profit After Tax -0.8 













270


Profitability Positions (%) 


Operating Profit Margin 


Return on Asset 

Return on Equity 

n/a 

n/a 

n/a 

n/a 

n/a 

Leverage and Capital Structure Positions ( million BDT) 

Equity 49.2 

Adjusted Equity 0.0 

Borrowed Fund 0.0 

EBITDA -0.8 

Fund Flow from Operation (FFO) -0.8 

Cash Flow from Operation (CFO) -1.1 

Retained Cash Flow (RCF) -1.1 

Free Cash Flow (FCF) -80.0 

Borrowed Fund to Equity 

Borrowed Fund to EBITDA 

Borrowed Fund to Total Asset 

FFO / Borrowed Fund 

CFO / Borrowed Fund 

FCF / Borrowed Fund 

n/a 

n/a 

n/a 

n/a 

n/a 

n/a 


Interest Coverage Ratio (EBIT / Interest) 

FCF / Interest 

(EBITDA - Capex) / Interest 

n/a 

n/a 

n/a 

APPENDIX 

11 

Orion Natural Care Ltd 

(months) (12) 

Earnings and Stability (million BDT) 2011 

Net Revenue 0.0 

Cost of Revenue 

n/a 

EBITDA -1.8 

EBITDA Margin 

n/a 


Profitability Positions ( percentage) 


n/a 


n/a 


n/a 

Return on Asset -15% 

Return on Equity -22% 













271


Liquidity Positions( times) 

Current Ratio 2.6 

Quick Raito 2.6 

Cash Ratio 2.6 

Net Working Capital to Total Asset 0.5 


Capital Structure Positions ( million BDT) 

Equity 8.2 

Adjusted Equity 0 

Borrowed Fund 0 

EBITDA -1.8 


Cash Flow from Operation (CFO) 2.0 

Retained Cash Flow (RCF) 2.0 

Free Cash Flow (FCF) 1.8 

(times) 


n/a 


n/a 


n/a 


n/a 


n/a 

RCF / Borrowed Fund 

n/a 


n/a 

Coverage Positions (times) 0 

Interest Coverage Ratio (EBIT / Interest) 

n/a 

FCF / Interest 

n/a 

(EBITDA - Capex) / Interest 

n/a 

APPENDIX 

12 

Orion Capital Ltd 


(months) (12) 


Net Revenue 0 


n/a 

EBITDA -0.2 

EBITDA Margin 

n/a 


Profitability Positions: (%) 


n/a 


n/a 


n/a 

Return on Asset 0% 

Return on Equity 0% 













272




Equity 99.8 



EBITDA 0.0 




Free Cash Flow (FCF) 0.0 


Borrowed Fund to Adjusted Equity 



n/a 

n/a 

n/a 

n/a 



RCF / Borrowed Fund 


n/a 

n/a 

n/a 

n/a 


Interest Coverage Ratio (EBIT / Interest) -183.1 

FCF / Interest 44.5 

(EBITDA - Capex) / Interest -183.1 

APPENDIX 

13 

Financial Position of Orion Agro Ltd 



Net Revenue 0 


n/a 

EBITDA 0.08 

EBITDA Margin 

n/a 




n/a 


n/a 


n/a 

Return on Asset -0.2% 

Return on Equity -0.4% 

Liquidity Positions: 

Current Ratio 0.2 

Quick Raito 0.2 

Cash Ratio 0.0 













273


Leverage and Capital Structure Positions : 0 

Equity 480.9 



EBITDA 0.1 




Free Cash Flow (FCF) -585.6 

(times) 

Borrowed Fund to Equity 0.7 

Borrowed Fund to EBITDA 4476.3 

Borrowed Fund to Total Asset 0.4 

FFO / Borrowed Fund 0.0 

CFO / Borrowed Fund 0.1 

RCF / Borrowed Fund 0.1 

FCF / Borrowed Fund -1.7 


Interest Coverage Ratio (EBIT / Interest) -22.2 

FCF / Interest -7456.2 

(EBITDA - Capex) / Interest -7770.6 

APPENDIX 

14 

Investment mix of OPL 

Basic Categories 

Share Money Deposits 

Investment in Projects in Progress 

Investment in Marketable Securities 

Concerns taking investment 2011 Percentage 

Integral Energy Limited 0 0.00% 

Bon Consortium Power Company 

Limited 0 0.00% 

Orion Hospitals Projects 0 0.00% 

Panbo Bangla Mushroom Ltd. 0 0.00% 

Consortium of BAHVL & Associates 22.1 0.52% 

Orion Agro Products 0 0.00% 

Orion Knit Textiles Limited 0 0.00% 

Dutch Bangla Power & Associates 

Ltd. 0 0.00% 

IEL consortium & Associates Ltd. 0 0.00% 

Digital Power & Associates Ltd. 150 3.52% 

Total Investment in SMD 172.1 4.03% 

Orion Gas Ltd. 29.02 0.68% 

Orion Refinery Projects( BMRE of ERL 

Gtg.) 245.38 5.75% 

New Power Project (Coal 300 MT) 213.68 5.01% 

New Power Project (Coal 650 MT) 150.58 3.53% 

LNG Project 18.73 0.44% 

Total Investment in Projects in 

Progress 657.39 15.41% 

AB investment Ltd. 63.27 1.48% 

Southeast bank Capital Serfvices Ltd. 3.4 0.08% 

Island Securities Ltd. 16.96 0.40% 













274


Bank Asia Securities Ltd. 17.64 0.41% 

ICB Islami8c Bank Ltd. 0.25 0.01% 

Total Investment in Marketable 

Securities 101.52 2.38% 

IEL Consortium & Associates Ltd. 0 0.00% 

Belhasa Accom and Associates Ltd. 2615.09 61.30% 

Interest Bearing Investment 

Dutch Bangla Power & Associates 

Ltd. 0 0.00% 

Panbo Bangla Mushroom Ltd. 379.31 8.89% 

Orion knit Textile Ltd. 295.11 6.92% 

Total Interest Bearing Investment 3289.51 77.11% 

IEL Consortium & Associates Ltd. 28.43 0.67% 

Orion Capital Ltd. 16.4 0.38% 

Investment of non Controlling Interest 

Orion Infusion Ltd. 0.52 0.01% 

Total Investment of non Controlling 

Interest 45.35 1.06% 

Investment in Subsidiary of Integral Energy Limited 0 0.00% 

Total other investment 4265.87 100.00% 













275


CRAB RATING SCALES AND DEFINITIONS –Long Term (Corporate) 

Long Term Rating 

AAA 

Triple A 

AA1, , AA2, , AA3* 

Double A 

A1, , A2, A 

A 

, A3 

Single A 

BBB1, , BBB2, , BBB3 

Triple B 

BB1, , BB2, , BB3 

Double B 

B1, , B2, B 

B 

, B3 

Single B 

CCC1, , CCC2, , CCC3 

Triple C 

CC 

Double C 

C 

Single C 

D 

(Default) 

Definition 

Companies rated in this category have extremely strong capacity to meet financial 

commitments. These companies are judged to be of the highest quality, with minimal 

credit risk. 

Companies rated in this category have very strong capacity to meet financial 

commitments. These companies are judged to be of very high quality, subject to very low 

credit risk. 

Companies rated in this category have strong capacity to meet financial commitments, 

but are susceptible to the adverse effects of changes in circumstances and economic 

conditions. These companies are judged to be of high quality, subject to low credit risk. 

Companies rated in this category have adequate capacity to meet financial commitments 

but more susceptible to adverse economic conditions or changing circumstances. These 

companies are subject to moderate credit risk. Such companies possess certain 

speculative characteristics. 

Companies rated in this category have inadequate capacity to meet financial 

commitments. Have major ongoing uncertainties and exposure to adverse business, 

financial, or economic conditions. These companies have speculative elements, subject to 

substantial credit risk. 

Companies rated in this category have weak capacity to meet financial commitments. 

These companies have speculative elements, subject to high credit risk. 

Companies rated in this category have very weak capacity to meet financial obligations. 

These companies have very weak standing and are subject to very high credit risk. 

Companies rated in this category have extremely weak capacity to meet financial 

obligations. These companies are highly speculative and are likely in, or very near, 

default, with some prospect of recovery of principal and interest. 

Companies rated in this category are highly vulnerable to non-payment, have payment 

arrearages allowed by the terms of the documents, or subject of bankruptcy petition, but 

have not experienced a payment default. Payments may have been suspended in 

accordance with the instrument's terms. These companies are typically in default, with 

little prospect for recovery of principal or interest. 

D rating will also be used upon the filing of a bankruptcy petition or similar action if 

payments on an obligation are jeopardized. 

*Note: CRAB appends numerical modifiers 1, 2, and 3 to each generic rating classification from AA through CCC. 

The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 

indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating 

category. 













276


RATINGS 

AAA (Lr) 

(Triple A) Highest 

Safety 

AA (Lr)* 

(Double A) High 

Safety 

A (Lr) 

Adequate Safety 

CRAB RATING SCALES AND DEFINITIONS 

LONG-TERM RATING: LOANS/FACILITIES FROM BANKS/FIS 

(All loans/facilities with original maturity exceeding one year) 

DEFINITION 

Loans/facilities rated AAA (Lr) are judged to offer the highest degree of safety, with 

regard to timely payment of financial obligations. Any adverse changes in circumstances 

are unlikely to affect the payments on the loan facility. 

Loans/facilities rated AA (Lr) are judged to offer a high degree of safety, with regard to 

timely payment of financial obligations. They differ only marginally in safety from AAA 

(Lr) rated facilities. 

Loan/facilities rated A (Lr) are judged to offer an adequate degree of safety, with regard 

to timely payment of financial obligations. However, changes in circumstances can 

adversely affect such issues more than those in the higher rating categories. 

BBB (Lr) 

(Triple B) Moderate 

Safety 

Loans/facilities rated BBB (Lr) are judged to offer moderate safety, with regard to timely 

payment of financial obligations for the present; however, changing circumstances are 

more likely to lead to a weakened capacity to pay interest and repay principal than for 

issues in higher rating categories. 

BB (Lr) 

(Double B) Inadequate 

Safety 

Loans/facilities rated BB (Lr) are judged to carry inadequate safety, with regard to timely 

payment of financial obligations; they are less likely to default in the immediate future 

than instruments in lower rating categories, but an adverse change in circumstances 

could lead to inadequate capacity to make payment on financial obligations. 

B (Lr) 

High Risk 

Loans/facilities rated B (Lr) are judged to have high risk of default; while currently 

financial obligations are met, adverse business or economic conditions would lead to lack 

of ability or willingness to pay interest or principal. 

CCC (Lr) 

Very High Risk 

Loans/facilities rated CCC (Lr) are judged to have factors present that make them very 

highly vulnerable to default; timely payment of financial obligations is possible only if 

favorable circumstances continue. 

CC (Lr) 

Extremely High Risk 

C (Lr) 

Near to Default 

Loans/facilities rated CC (Lr) are judged to be extremely vulnerable to default; timely 

payment of financial obligations is possible only through external support. 

Loans/facilities rated C (Lr) are currently highly vulnerable to non-payment, having 

obligations with payment arrearages allowed by the terms of the documents, or 

obligations that are subject of a bankruptcy petition or similar action but have not 

experienced a payment default. C is typically in default, with little prospect for recovery of 

principal or interest. C (Lr) are typically in default, with little prospect for recovery of 

principal or interest. 

D (Lr) 

Default 

Loans/facilities rated D (Lr) are in default or are expected to default on scheduled 

payment dates. 

*Note: CRAB appends numerical modifiers 1, 2, and 3 to each generic rating classification from AA through CCC. 

The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 

indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating 

category. 













277


SHORT 

ORT-TERM TERM CREDIT RATING: LOANS/FACILITIES OF BANKS/FIS 

(All loans/facilities with original maturity within one year) 

RATING 

DEFINITION 

ST-1 

Highest Grade 

This rating indicates that the degree of safety regarding timely payment on the 

loans/facilities is very strong. 

ST-2 

High Grade 


loans/facilities is strong; however, the relative degree of safety is lower than that 

for issues rated higher. 

ST-3 

Adequate Grade 


loans/facilities is adequate; however, the issues are more vulnerable to the 

adverse effects of changing circumstances than issues rated in the two higher 

categories. 

ST-4 

Marginal 


loans/facilities is marginal; and the issues are quite vulnerable to the adverse 

effects of changing circumstances. 

ST-5 

Inadequate Grade 


loans/facilities is minimal, and it is likely to be adversely affected by short-term 

adversity or less favorable conditions. 

ST-6 

Lowest Grade 

This rating indicates that the loans/facilities are expected to be in default on 

maturity or is in default. 

© Copyright 2008, CREDIT RATING AGENCY OF BANGLADESH LIMITED ("CRAB"). All rights reserved. ALL INFORMATION CONTAINED 

HEREIN IS PROTECTED BY COPYRIGHT LAW AND NONE OF SUCH INFORMATION MAY BE COPIED OR OTHERWISE REPRODUCED, 

REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, REDISTRIBUTED OR RESOLD, OR STORED FOR SUBSEQUENT USE 

FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY ANY PERSON 

WITHOUT CRAB’S PRIOR WRITTEN CONSENT. All information contained herein is obtained by CRAB from sources believed by it to be 

accurate and reliable. Because of the possibility of human or mechanical error as well as other factors, however, such information is 

provided “as is” without warranty of any kind and CRAB, in particular, makes no representation or warranty, express or implied, as to 

the accuracy, timeliness, completeness, merchantability or fitness for any particular purpose of any such information. Under no 

circumstances shall CRAB have any liability to any person or entity for (a) any loss or damage in whole or in part caused by, resulting 

from, or relating to, any error (negligent or otherwise) or other circumstance or contingency within or outside the control of CRAB or 

any of its directors, officers, employees or agents in connection with the procurement, collection, compilation, analysis, 

interpretation, communication, publication or delivery of any such information, or (b) any direct, indirect, special, consequential, 

compensatory or incidental damages whatsoever (including without limitation, lost profits), even if CRAB is advised in advance of the 

possibility of such damages, resulting from the use of or inability to use, any such information. The credit ratings and financial 

reporting analysis observations, if any, constituting part of the information contained herein are, and must be construed solely as, 

statements of opinion and not statements of fact or recommendations to purchase, sell or hold any securities. NO WARRANTY, 

EXPRESS OR IMPLIED, AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR 

PURPOSE OF ANY SUCH RATING OR OTHER OPINION OR INFORMATION IS GIVEN OR MADE BY CRAB IN ANY FORM OR MANNER 

WHATSOEVER. Each rating or other opinion must be weighed solely as one factor in any investment decision made by or on behalf of 

any user of the information contained herein, and each such user must accordingly make its own study and evaluation of each 

security and of each issuer and guarantor of, and each provider of credit support for, each security that it may consider purchasing, 

holding or selling. 













278

−nu¡lh¡S¡−l ¢h¢e−u¡N Ty¤¢Lf§ZÑz 

®S−e J h¤−T ¢h¢e−u¡N Ll¦ez 

“Interested persons are entitled to a prospectus, if they so desire. Copies of the prospectus may be obtained from the issuer and the issue manager” 


APPLICATION FORM 

APPLICATION FOR SHARES BY INVESTORS OTHER THAN NON-RESIDENT BANGLADESHI(S) 

Warning: Please read the instructions at the back of this form. Incorrectly filled applications or applications failing to comply with any of the instructions therein may be rejected. 

The Managing Director 


Orion House,153-154 Tejgaon Industrial Area 

Dhaka-1208. 

Bankers Sl. No. 

Dear Sir, 

I/we apply for and request you to allot me/us ………………. numbers of Shares and I/we agree to accept the same or any smaller number that may be allotted to me/us upon terms of 

the Company’s Prospectus approved by the Securities and Exchange Commission subject to the Memorandum and Articles of Association of the Company. Further, I/we authorize 

you to place my/our name(s) on the Register of Member(s) of the Company and deposit the said ordinary shares in my Beneficiary Owner (“BO”) account; I/we further authorize you 

to send a crossed (Account Payee only) cheque in respect of any Application money refundable to me/us by post/courier at my/our risk to the first applicant’s address stated below: 

1. No. of Ordinary Shares ............................of Tk. 60.00 each including a premium of Tk. 50.00 each. 

2. Total subscription money of the amount of Tk. (in figures) .....................,Taka (in words) ..........................................................................................................only 

deposited vide cash/Cheque/Draft/Pay Order No. ............................Dated .................................on…............................................... Bank..................................Branch. 

3. Beneficiary Owner (BO) Account Number 

(If you do not mention your valid BO (Beneficiary Owner) Account Number, your application will be treated as invalid) 

4. I/we agree to fully abide by the instructions given herein. 

5. Particulars of Applicant : 

a) Sole/First Applicant 

Name : 

Father’s/Husband’s Name : 

Mother’s Name: 

Postal Address : 

Phone Number (if any): 

Occupation : Nationality : 

For Refund: Please write the correct and full name of bank and branch (Application will not be treated as valid if any one uses a non-scheduled bank. To avoid this 

complication, investors are requested not to use the name of any non-scheduled bank). 

For refund purpose: I/we want refund through □ Bank Account □ Hand Delivery/Courier (Please put tick mark in which refund will be made). The applicant shall 

provide with the same Bank Account Number in the application form as it is in the BO account of the applicant. 

Applicants Bank A/c no. 

Name of the Bank : Branch : 

b) Second Applicant 

Name: 




Occupation : 

Nationality 

6. I/we hereby declare that I/we have read the Prospectus of ORION PHARMA LIMITED and have willingly subscribed for …………….... No. of Ordinary Shares of 60.00 

each including a premium of Tk. 50.00 per share. 

7. Specimen Signature(s) : 

(i) Name (in Block Letters) Signature: 

(ii) Name (in Block Letters) Signature: 

In case of deposit into the applicant’s bank account, the applicant will bear the applicable charge, if any, of the applicant’s banker, and the issuer shall simultaneously issue a letter of intimation to 

the applicant containing, among others, the date and amount remitted with details of the bank through and to which bank such remittance has been effected. 

................................................................................................................................................................................................................................................................. 

BANKERS’ ACKNOWLEDGEMENT 

Certified that this Bank has received Tk. (in figures).................……… (in word ……………………..….....................................................................) only from 

Mr./Mrs./Ms.................................................................................................. being the Application money for ............................. Ordinary Shares of ORION PHARMA LIMITED. 

Banker’s SL. No. 

Seal & Date 

Authorized Signature 

(Name & Designation) 













279

INSTRUCTIONS 

1. As per provision of Depository Act, 1999 and regulations made there under shares will only be issued in dematerialized condition. Please mention your 

Beneficiary Owner (BO) Account number in the Application form. If you do not mention your valid BO account number your application will be treated as 

invalid. 

2. All information must be typed or written in full (in Block letters) in English or in Bengali and must not be abbreviated. 

3. Application must be made on the Company’s printed form/photocopy or on typed copy/hand written form thereof. 

4. Application must not be for less than 100 Ordinary Shares and must be for a multiple of 100 Ordinary Shares. Any Application not meeting these criteria 

will not be considered for allotment purpose. 

5. Remittance for the full amount of the Shares must accompany each Application and must be forwarded to any of the Bankers to the Issue. Remittance 

should be in the form of Cash/Cheque/Bank Draft/Pay Order payable to one of the Bankers to the favoring A/C ORION PHARMA LIMITED and crossed 

“A/C Payee only” and must be drawn on a Bank in the same town as the Bank to which the Application Form has been sent. 

6. In the case of Joint Application Form, the Allotment Letter will be dispatched to the person whose name appears first on this Application Form and where 

any amount is refundable in whole or in part the same will be refunded by Account Payee Cheque by post/courier service to the person named first on 

this Application Form in the manner prescribed in the Prospectus. 

7. Joint Application Form for more than two persons will not be accepted. In case of Joint Application, each party must sign the Application Form. 

8. Application must be in full name of individuals or companies or societies or trusts and not in the name of firms, minors or persons of unsound mind. 

Application from financial and market intermediary companies must be accompanied by Memorandum and Articles of Association and Certificate of 

Incorporation. 

9. An applicant cannot submit more than two applications, one in his/her own name and another jointly with another person. In case an applicant 

makes more than two applications, all applications will be treated as invalid and will not be considered for allotment purpose. In addition, 15% 

(fifteen) of the application money will be forfeited by the Commission and the balance amount will be refunded to the applicant. 

10. No receipt will be issued for the payment made with Application, but the bankers will issue a provisional acknowledgement to the Issue for Application 

lodged with them. 

11. In the case of non-allotment of securities, if the applicants’ bank accounts as mentioned in their IPO Application Forms are maintained with the bankers 

to the Issue, refund amount of those applicants will be directly credited in to the respective bank “Account Payee” cheque(s) with bank account number 

and name of bank branch as mentioned in the application payable at Dhaka or Chittagong, as the case may be. 

12. Allotment shall be made solely in accordance with the instructions of the Securities and Exchange Commission (SEC). 

13. Making of any false statement in the Application or supplying of incorrect information therein or suppressing any relevant information shall make the 

Application liable to rejection and subject to forfeiture of application money and/or forfeiture of the share (unit) before or after issuance of the same by 

the issuer. The said forfeited application money or share (unit) will be deposited in account specified by the Securities and Exchange Commission (SEC). 

This may be in addition to any other penalties as may be provided for by law. 

14. Applications, which do not meet the above requirements, or Applications, which are incomplete, shall not be considered for allotment purposes. 

15. The Banker’s to the Issue Banks shall be obliged to receive the A/C Payee Cheque(s) on the closing day of the subscription. 

16. No sale of securities shall be made, nor shall any money be taken from any person, in connection with such sale until twenty five days after the 

prospectus has been published. 

17. The applicants who have applied for more than two applications using same bank account, their application will not be considered for lottery and the 

Commission will forfeit 15% of their subscription money too. 













280

Investment Corporation of Bangladesh (ICB) 

NSC Tower, Purana Paltan, Dhaka. 

Chittagong Branch, Chittagong. 






Local Office, Kashfia Plaza, Nayapaltan, Dhaka. 


MCB Dilkusha Br., Dhaka. 

Corporate Br., Dhaka. 

Scotia Br. Karwan Bazar, Dhaka. 


MCB Banani Br., Dhaka. 


Mitford Br., Dhaka. 

North South Rd Br., Dhaka. 



Sylhet Main Br., Sylhet. 

Sylhet Uposhahar Br., Sylhet. 


Khatunganj Br., Chittagong. 

MCB Sk. Mujib Road Br, Agrabad, Chittagong. 

Bahadderhat Br., Chittagong. 

Moghbazar Br., Dhaka. 


Station Road Br., Chittagong 



Mohakhali Br., Dhaka. 




Anderkilla Br., Chittagong. 

Shantinagar Br., Dhaka. 

Progati Sarani Br., Dhaka. 

Kamal Bazar Br., Chittagong. 

Ishwardi Branch, Pabna. 

BRAC Bank Ltd. 

Asad gate Br., Dhaka. 

Banani Br., Dhaka. 


Donia Br., Dhaka. 

Eskaton Br., Dhaka. 

Graphics Building Br., Dhaka. 


Manda Br., Dhaka. 


Narayanganj Br., Narayanganj. 

Nawabpur Br., Dhaka. 

Rampura Br., Dhaka. 

Shyamoli Br., Dhaka. 


Agrabad Br., Chittagong. 



Kazirdeuri Br., Chittagong. 

Momin Road Br., Chittagong. 





Barisal Br., Barisal. 

Zindabazar Br., Sylhet. 

Patia Branch, Chittagong. 

The City Bank Ltd. 

B.B. Avenue Branch, Dhaka. 

Dhaka Chamber Branch, Dhaka. 



Imamagonj Branch, Dhaka. 

Johnson Road Branch, Dhaka. 


New Market Branch, Dhaka. 

VIP Road Branch, Dhaka. 


Nawabgonj Branch, Dhaka 

Nawabpur Branch, Dhaka. 


Tanbazar Branch, Narayangonj. 

Zinzira Br., Dhaka. 





Andarkilla Br., Chittagong. 

Cox’s Bazar Br., Chittagong. 

Chawkbazar Br., Chittagong. 

Pahartoli Br., Chittagong. 


Narsingdi Br., Narsingdi. 

Zinda Bazar Branch, Sylhet. 


Amborkhana Br., Sylhet. 

Moulvi Bazar Br., Sylhet. 



Rangpur Br., Rangpur. 

Sirajgonj Br., Sirajgonj. 




ONE Bank Limited 



Karwan Bazar Branch, Dhaka. 







Progoti Sarani Branch, Dhaka. 

Elephant Road Br. Dhaka. 

Jatrabari Br. Dhaka. 

Nawabgonj Br. Dhaka. 

Bangshal Br. Dhaka. 

Ganakbari (EPZ) Br. Savar, Dhaka. 

Imamganj Br. Imamganj, Dhaka. 

Narayanganj Br. Narayanganj. 

Jaypara Br. Dohar, Dhaka. 

Agrabad Br. Chittagong. 

Khatunganj Br. Khatunganj, Chittagong. 

CDA Avenue Br. Kotwali, Chittagong. 

Nanupur Bazar Br. Fatickchari, Chittagong. 

Cox’s Bazar Br, Chittagong. 



Chandragonj Branch, Lakshmipur. 


Raipur Branch, Lakshmipur. 

Dagon Bhuiyan Branch, Feni. 


Sherpur Branch, Moulvi Bazar. 

Islampur Branch, Sylhet. 



Serajgonj Branch, Serajgonj Sadar. 

Laksham Branch, Laksham. 

Ramgonj Branch, Lakshmipur. 

Maijdee Court Branch, Noakhali. 

Banasree Branch, Dhaka. 


Shahjadpur Br. Sirajgonj. 

Jagannathpur Branch, Nadda, Dhaka. 



Basabo Branch, Sabujbag, Dhaka. 

Satkhira Br. Satkhira. 

Madhabdi Br. Narsingdi. 

Rangamati Br. Rangamati. 

Sitakunda Br. Sitakunda, Cgittagong. 

Moghbazar Br. Ramna, Dhaka. 

Trust Bank Limited. 

Radisson Water Garden Hotel Br., Dhaka. 


Khulna Br., KDA Avenue, Khulan. 

Jalalabad Cantt. Br., Sylhet. 

Ashugonj Br., Ashugonj, Brahmanbaria. 


Dilkusha Corporate Br., Dhaka. 

Principle Branch, Dhaka. 

Rangpur Cantt. Br., Rangpur. 

Momenshahi Cantt. Br. Mymensingh. 

Savar Cantt. Br., Saver Cantonment, Dhaka. 

Chittagong Cantt. Br., Chittagong. 

Comilla Cantt. Br., Comilla. 

S.S. Cantt. Br., Ghatail, Tangail. 

Bogra Cantt. Br., Bogra. 

Kafrul Br., Dhaka. 

Joydebpur Branch, Dhaka. 

Chowmohoni Branch, Noakhali 

Ashulia Br. Ashulia, Dhaka. 

Kadamtali Br., Kadamtali, Chittagong. 

Mutual Trust Bank Ltd. 

Babu Bazar Branch, Dhaka. 



Dholaikhal Branch, Dhaka. 



Fulbaria Branch, Dhaka. 



MTB Corporate Center Branch, Dhaka. 

Pllabi Branch, Dhaka. 

Panthapath Branch, Dhaka. 


Progati Sarani Branch, Dhaka. 


Shanir Akhra Branch, Dhaka. 


Uttara Model Town Branch, Dhaka. 

Narayanganj Branch. Narayanganj 

Sonargaon Branch. Narayanganj 


Alankar Mour Branch, Chittagong. 








Pabna Branch, Pabna. 


Banker to the Issue 


Moulvi Bazar Branch,Sylhet. 

Gournadi Branch, Barisal. 


Hobigonj Branch, Hobigonj. 

IFIC Bank Limited 

Federation Branch, Dhaka. 


Moakhali Branch, Dhaka. 


Shantinagar Branch, Dhaka. 



Kawran Bazar Branch, Dhaka 

Naya Paltan Branch, Dhaka. 


Malibagh Branch, Dhaka. 

Pallabi Branch, Dhaka. 

Lalmatia Branch, Dhaka. 

Narsingdi Branch, Narsingdi 

North Brook Hall Road Br., Dhaka. 




Stock Exchange Br., Motijheel, Dhaka. 

Pragati Sarani Br., Uttar Badda, Dhaka. 



Madam Bibir Hat Br., Shitakundo, Chittagong. 

Sk. Mujib Rd. Br., Chittagong 

Cox’s Bazar Branch, Cox’s Bazar 

Comilla Branch, Comilla 


Choumuhani Br., Noakhali 

B. baria Branch, Brahmanbaria. 

Rajshahi Branch, Rajshahi 

Rangpur Branch, Rangpur 

Bogra Branch, Bogra 

Pabna Branch, Pabna 

Dinajpur Branch, Dinajpur 



Boro Bazar Br., Kalibari, Khulna 

Jessore Branch, Jessore 

Barisal Branch, Barisal 


Moulvi Bazar Branch, Moulvi Bazar. 

Uposhohor Branch, Sylhet. 

Tultikar Branch, Sylhet. 

Social Islami Bank Limited 

Principal Branch, Dhaka 


Khulna Branch, Khulna 

Gulshan Branch, Dhaka 

Babu Bazar Branch, Dhaka 

Begum Rokeya Sarani Branch, Dhaka 

Sonargaon Branch, Narayangonj 

Foreign Exchange Branch, Dhaka 

Dhanmondi Branch, Dhaka 

Uttara Branch, Dhaka 

Mirpur Branch, Dhaka 

Banani Branch, Dhaka 

Islampur Branch, Dhaka 

Rampura Branch, Dhaka 

New Eskaton Branch, Dhaka 

Rasulpur Br., Dhaka 





Shahjalal Islami Bank Limited 

Dhaka Main Br., Dilkusha, Dhaka. 

Mitford Br., Mitford Road, Dhaka. 


Gulshan South Avenue Br., Gulshan, Dhaka. 


Sylhet Branch, Sylhet . 


Gulshan Br., Gulshan, Dhaka. 

Foreign Ex. Br., Motijheel, Dhaka. 

Ashkona Branch, Ashkona, Dhaka. 

Kawran Bazar Br., Dhaka. 

Banani Br., Banani, Dhaka. 

Satmasjid Road Br., Dhanmondi, Dhaka. 

Eskaton Branch, Ramna, Dhaka. 


Motijheel Br., Motijheel, Dhaka. 

Mirpur Br., Mirpur-10, Dhaka. 

Uttara Br., Uttara, Dhaka. 

Savar Br., Savar, Dhaka. 

Bangshal Br., Bangshal, Dhaka. 

Bijoynagar Br., Kakrail, Dhaka. 

Dargah Gate Branch, Sylhet. 



Corporate Branch, Dhaka. 

Imamganj Branch, Dhaka. 



New Elephant Road Br., Dhaka. 




Bangshal Branch, Dhaka. 


Agargaon Branch, Dhaka. 

Sat Masjid Road Branch, Dhaka. 


Aganagar Branch, Dhaka. 


Madhabdi Branch (Rural), Narshingdi. 

Ashulia Branch (Rural), Dhaka. 


Joypara Branch (Rural), Dhaka. 


Mouchak Branch, Dhaka. 

Konabari Branch (Rural), Gazipur. 


Bashundhara Branch, Dhaka. 



Fatikchari Brnach, Chittagong. 


Moulvibazar Branch, Moulvibazar. 

Pahartali Branch, Chittagong. 

Chouhatta Branch, Sylhet. 

Laldighirpar Branch, Sylhet. 

Shahjalal Uposhahar Branch, Sylhet. 

Kulaura Brnach, Moulvibazar. 

Pathantula Branch, Sylhet. 


Khatunganj Brnach, Chittagong. 


Halishahar Branch, Chittagong. 



Cox’s Bazar Branch, Cox’s Bazar. 

Chhagalnaiya Branch, Feni. 


Chapainawabgan Branch, Chapainawabganj 

Bashurhat Branch, Noakhali. 

Momin Road Branch, Chittagong. 



Khulan Branch, Khulan. 


Rajshahi Brnach, Rajshahi. 

Naogaon Branch, Naogaon. 

Madambibir Hat Branch, Chittagong. 


National Bank Limited 


Anderkillah Branch, Chittagong. 

Bangshal Road Branch, Dhaka. 


Babubazar Branch, Dhaka. 


Barisla Branch, Barisal. 


Foreign Exchange Br, Dhaka. 


Imamgonj Branch, Dhaka. 


Jatrabari Branch, Dhaka. 




Feni Branch, Reni. 

S.K. Mojib Road Branch, Chittagong. 

Z.H. Sikder M.C. Branch, Dhaka. 

Malibag Branch, Dhaka. 


Lake Circus Branch, Dhaka. 

Tongi Brnach, Gazipur. 

Rifles Square Branch, Dhaka. 

Pagla Brazar Branch, Narayangonj. 


Muradpur Branch, Chittagong. 

Zidnabazar Branch, Sylhet. 


Mohakhali Branch, Dhaka. 






North Brooke Hall Branch, Dhaka. 

Pragati Sarani Branch, Dhaka. 


Savar Bazar Branch, Savar. 


Chawkbazar Branch, Chittagong. 

Chomuhani Branch, Chittagong. 

Pahartoli Brnach, Chittagong. 

Halishahar Branch, Chittagong 

Jubilee Road Brnach, Chaittagong. 

Tangail Branch, Tangail. 





Netaigonj Branch, Narayangonj. 



Mouvibazar Branch, Mouvibazar. 














281






APPLICATION FOR SHARES BY NON-RESIDENT BANGLADESHI 

(To be sent directly to the Company’s Corporate Office) 

WARNING: Please read the instructions at the back of this form. Incorrectly filled applications or applications failing to comply with any of the instructions therein may be rejected 




Dhaka-1208. 

Dear Sir 

I/We apply for and request you to allot me/us ……………… number of Shares and I/we agree to accept the same or any smaller number that may be allotted to 

me/us upon terms of the Company’s Prospectus approved by the Securities and Exchange Commission and subject to the Memorandum and Articles of 

Association of the Company. Further, I/we authorize you to place my/our name(s) on the Register of Members of the Company and deposit the said ordinary 

shares in my/our Beneficiary Owner (“BO”) account; I/we further authorize you to send a Crossed (Account payee only) Cheque in respect of any application 

money refundable to me/us by post/courier at my/our risk to the first applicant’s address stated below: 

1. No. of Ordinary Shares................................... of Tk. 60.00 each including a premium of Tk. 50.00 each. 

2. Total subscription money of the amount of Tk. (in figures) .......................,Taka (in words)........................................................... only 

convertible into USD at the rate of US Dollar 1.00 = Tk. ................../UK Pound Sterling 1.00 = Tk. .........................../ EURO 1.00= Tk................ 

3. Payment by Draft/Cheque No................................date....................................for US Dollar/UK Pound Sterling/EURO/Tk. ………………….. drawn 

on.................................... Bank ................................branch...................... 


(If you do not mention your valid BO (Beneficiary Owner) Account Number, 


6. Particulars of Applicant(s) 

your application will be treated as invalid) 


Name : 



Mailing Address : 


Passport No. : 

Valid upto: 

Date of Birth : 




The applicant shall provide with the same Bank Account number in the application form as it is in the BO account of the applicant. 


Name : 



Mailing Address : 


Passport No. : Valid upto : 

Date of Birth : 

Nominee’s Name : 

Mailing Address: 

Nominee: 

Name 

Mailing Address 

7. I/We hereby declare that I/we have read the Prospectus of ORION PHARMA LIMITED and have willingly subscribed for............................ Ordinary 

Shares of Tk. 60.00 each including a premium of Tk. 50.00 per share. 

8. Specimen Signature(s): 

Sole/First Applicant : 

Second Applicant : 

Nominee : 

Name in Block Letters 

Signature 













282

INSTRUCTIONS 

1. As per provisions of Depository Act, 1999 and regulations made thereafter shares will only be issued in dematerialized condition. Please mention your BO 

(Beneficiary Owner) account number in the Application Form. If you do not mention your valid BO Account number, your application will be treated as 

invalid. 

2. All information must be written or typed in Block Letters in English and must not be abbreviated. 

3. An Application must not be for less than 100 Ordinary Shares and must be for a multiple of 100 Ordinary Shares. Any application not meeting this criterion 


4. Application must be accompanied by a foreign demand draft drawn on a bank payable at Dhaka or cheque drawn out of foreign currency deposit account 

maintained in Bangladesh for the full value of Shares favoring ORION PHARMA LIMITED and crossed “ACCOUNT PAYEE ONLY”. 

5. Application shall be sent by the applicant directly to the Company within January 10, 2013 so as to reach the Company within January 19, 2013.Any 

Application sent after January 10, 2013 or received by the Company after January 19, 2013 will not be considered for allotment purpose. 

6. Refund against over-subscription shall be made in the currency in which the value of Shares was paid for by the applicant through A/C Payee Cheque 

payable at Dhaka with bank account number, Bank’s name and Branch. 

7. In case of over-subscription, allotment shall be made by lottery solely in accordance with the instructions of the Securities and Exchange Commission. 

8. Money receipt of clearance of draft or cheque, as the case may be, shall be sent by post to the applicant by the Company . 

9. Joint Application by two persons will be acceptable. In such a case, allotment or refund shall be made by post to the first applicant. Note that a nonresident 

Bangladeshi (“NRB”) applicant cannot submit more than two applications, one in his/her own name and another jointly with another person by 

one cheque/DD/PO/ by US $/UK Pound Sterling/EURO/Taka (supported by a foreign currency encashment certificate). More than two applications by 

one cheque/DD/PO by US $/UK Pound Sterling/EURO/Taka (supported by a foreign currency encashment certificate) will not be allowed. 

10. Application must be made by an individual, a Company or Societies, a trust or a society and not by a firm, minor or persons of unsound mind. 

11. Making of any false statement in the application or supplying of incorrect information therein on suppressing any relevant information shall make the 

application liable to rejection and subject to forfeiture of application money and/or forfeiture of the share (unit) before or after issuance of the same by 

the issuer. The said forfeited application money or share (unit) will be deposited in account specified by Securities and Exchange Commission (SEC). This 

may be in addition to any other penalties as may be provided for by law. 

12. The intending NRB applicants shall deposit the share subscription money by a US $/UK Pound Sterling/EURO demand draft drawn on any bank and payable 

in Dhaka, Bangladesh, or through a nominee paying out of a non-resident foreign currency deposit account maintained in Bangladesh or in Taka, 

supported by a foreign currency encashment certificate issued by the bank concerned, for the price of the ordinary shares applied for, through a crossed 

bank cheque marked “Account Payee only”, such that the issuer’s collecting bank can clear the proceeds and deposit the same into the issuer’s account 

in time. 

13. The spot buying rate (TT Clean) in US $ / UK Pound Sterling / EURO of Sonali Bank as prevalent on the date of opening of subscription will be applicable 

for the Non Resident Bangladeshi (NRB) applicants. 

14. The applicant shall furnish photocopies of relevant pages of valid passport(s) in support of his/her being a NRB , dual citizenship or of the foreign 

passport bearing an endorsement from the concerned Bangladeshi Embassy to the effect that no visa is required for him/her to travel to Bangladesh. 

15. Incase of joint application, the joint applicant shall also submit supporting papers/ documents in support of his being an NRB as mentioned in para - 14 

(above). 

16. An applicant cannot submit more than two applications, one in his/her own name and another jointly with another person. In case an applicant makes 

more than two applications, all applications will be treated as invalid and will not be considered for allotment purpose. In addition, 15% (fifteen) of 

the application money will be forfeited by the Commission and the balance amount will be refunded to the applicant. 

17. No issue of ordinary shares shall be made nor shall any money be taken from any person, in connection with such issue and subscription, until 25 days 

after the Prospectus has been published. 

18. In the case of non-allotment of the ordinary shares, if the applicants’ bank accounts as mentioned in their application forms are maintained with any of 

the bankers to the issue, the amount refunded to those applicants will be directly credited into their ordinary respective bank accounts as mentioned in 

their application forms. Otherwise, refunds will be made only through “Account Payee” cheque(s) with bank account number and name of bank branch 

as mentioned in the application form, payable at Dhaka, Chittagong, Khulna, Barisal, Rajshahi, Bogra or Sylhet, as the case may be. 



THE NRB APPLICATION ALONG WITH THE FOREIGN CURRNENCY DRAFT, AS ABOVE, IS TO BE SUBMITTED TO THE COMPANY ’S CORPORATE OFFICE DIRECTLY 

WITHIN THE STIPULATED TIME MENTIONED IN PARA 5. 













283






APPLICATION FOR SHARES BY AFFECTED SMALL INVESTORS (r¢aNËÙ¹ r¤â ¢h¢e−u¡NL¡l£) 

Warning: Please read the instructions at the back of this form. Incorrectly filled application or applications failing to comply with any of the instructions therein may be rejected. 




Dhaka-1208. 

Bankers Sl. No. 

Dear Sir, 

I/we apply for and request you to allot me/us ………………. numbers of Shares and I/we agree to accept the same or any smaller number that may be allotted to me/us upon terms of 

the Company’s Prospectus approved by the Securities and Exchange Commission subject to the Memorandum and Articles of Association of the Company. Further, I/we authorize 

you to place my/our name(s) on the Register of Member(s) of the Company and deposit the said ordinary shares in my Beneficiary Owner (“BO”) account; I/we further authorize you 

to send a crossed (Account Payee only) cheque in respect of any Application money refundable to me/us by post/courier at my/our risk to the first applicant’s address stated below: 

1. No. of Ordinary Shares ............................of Tk. 60.00 each including a premium of Tk. 50.00 each. 

2. Total subscription money of the amount of Tk. (in figures) .......................,Taka (in words) ..........................................................................................................only 

deposited vide cash/Cheque/Draft/Pay Order No. ............................Dated .................................on…............................................... Bank..................................Branch. 


(If you do not mention your valid BO (Beneficiary Owner) Account Number, your application will be treated as invalid) 


5. Particulars of Applicant : 


Name : 




Phone Number (if any): 




For refund purpose: I/we want refund through □ Bank Account □ Hand Delivery/Courier (Please put tick mark in which refund will be made). The applicant shall 

provide with the same Bank Account Number in the application form as it is in the BO account of the applicant. 

Applicants Bank A/c no. 



Name: 




Occupation : 

Nationality 

6. I/we hereby declare that I/we have read the Prospectus of ORION PHARMA LIMITED and have willingly subscribed for …………….... No. of Ordinary Shares of 60.00 

each including a premium of Tk. 50.00 per share. 

7. Specimen Signature(s) : 

(i) Name (in Block Letters) Signature: 

(ii) Name (in Block Letters) Signature: 

In case of deposit into the applicant’s bank account, the applicant will bear the applicable charge, if any, of the applicant’s banker, and the issuer shall simultaneously issue a letter of intimation to 

the applicant containing, among others, the date and amount remitted with details of the bank through and to which bank such remittance has been effected. 

................................................................................................................................................................................................................................................................. 

BANKERS’ ACKNOWLEDGEMENT 

Certified that this Bank has received Tk. (in figures).................……… (in word ……………………..….....................................................................) only from 

Mr./Mrs./Ms.................................................................................................. being the Application money for ............................. Ordinary Shares of ORION PHARMA LIMITED. 

Banker’s SL. No. 

Seal & Date 

Authorized Signature 

(Name & Designation) 













284

INSTRUCTIONS 

1. As per provision of Depository Act, 1999 and regulations made there under shares will only be issued in dematerialized condition. Please mention your 

Beneficiary Owner (BO) Account number in the Application form. If you do not mention your valid BO account number your application will be treated as 

invalid. 

2. All information must be typed or written in full (in Block letters) in English or in Bengali and must not be abbreviated. 

3. Application must be made on the Company’s printed form/photocopy or on typed copy/hand written form thereof. 

4. Application must not be for less than 100 Ordinary Shares and must be for a multiple of 100 Ordinary Shares. Any Application not meeting these criteria 


5. Remittance for the full amount of the Shares must accompany each Application and must be forwarded to any of the Bankers to the Issue. Remittance 

should be in the form of Cash/Cheque/Bank Draft/Pay Order payable to one of the Bankers to the favoring A/C ORION PHARMA LIMITED and crossed 

“A/C Payee only” and must be drawn on a Bank in the same town as the Bank to which the Application Form has been sent. 

6. In the case of Joint Application Form, the Allotment Letter will be dispatched to the person whose name appears first on this Application Form and where 

any amount is refundable in whole or in part the same will be refunded by Account Payee Cheque by post/courier service to the person named first on 

this Application Form in the manner prescribed in the Prospectus. 

7. Joint Application Form for more than two persons will not be accepted. In case of Joint Application, each party must sign the Application Form. 

8. Application must be in full name of individuals or companies or societies or trusts and not in the name of firms, minors or persons of unsound mind. 

Application from financial and market intermediary companies must be accompanied by Memorandum and Articles of Association and Certificate of 

Incorporation. 

9. An applicant cannot submit more than two applications, one in his/her own name and another jointly with another person. In case an applicant 

makes more than two applications, all applications will be treated as invalid and will not be considered for allotment purpose. In addition, 15% 

(fifteen) of the application money will be forfeited by the Commission and the balance amount will be refunded to the applicant. 

10. No receipt will be issued for the payment made with Application, but the bankers will issue a provisional acknowledgement to the Issue for Application 

lodged with them. 

11. In the case of non-allotment of securities, if the applicants’ bank accounts as mentioned in their IPO Application Forms are maintained with the Bankers 

to the Issue, refund amount of those applicants will be directly credited into the respective bank accounts as mentioned in their IPO Application Forms. 

Otherwise, refund will be made only through “Account Payee” cheque(s) showing bank account number and name of bank and branch as mentioned in 

the application payable at Dhaka or Chittagong, as the case may be. 

12. Allotment shall be made solely in accordance with the instructions of the Securities and Exchange Commission (SEC). 

13. Making of any false statement in the Application or supplying of incorrect information therein or suppressing any relevant information shall make the 

Application liable to rejection and subject to forfeiture of application money and/or forfeiture of the share (unit) before or after issuance of the same by 

the issuer. The said forfeited application money or share (unit) will be deposited in account specified by the Securities and Exchange Commission (SEC). 

This may be in addition to any other penalties as may be provided for by law. 

14. Applications, which do not meet the above requirements, or Applications, which are incomplete, shall not be considered for allotment purposes. 

15. The Banker’s to the Issue shall be obliged to receive the A/C Payee Cheque(s) on the closing day of the subscription of the IPO. 

16. No sale of securities shall be made, nor shall any money be taken from any person, in connection with such sale until twenty five days after the 

prospectus has been published. 















285

Orion Pharma Limited Subscription Manager to the Issue

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